Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. (a) Holdings shall use its reasonable best efforts to take, or cause to be taken, such actions as are necessary so that at the Effective Time: (i) the Group Partnerships shall own, directly or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and Sale, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed to the Purchaser in respect of such Limited Partnership Interests, directly or indirectly, to the Group Partnerships in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing), and (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be consistent with the structure set forth in Exhibit B hereto. The transactions contemplated by this Section 5.4 are sometimes referred to herein as the “Restructuring Transactions”. (b) The Restructuring Transactions shall be implemented in a manner that is consistent with the steps set forth in the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership or the holders of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed. The Controlling Partnership shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives, it being understood that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership acting in good faith. (c) In connection with the Restructuring Transactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consent to such election in their sole discretion. Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an election. (d) At or prior to the Effective Time, the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time. The certificate shall be delivered at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as the parties may mutually agree.

Restructuring Transactions. (a) Holdings shall use its reasonable best efforts to take, or cause to be taken, such actions as are necessary so that at the Effective Time: (i) the Group Partnerships shall own, directly or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and Sale, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed Prior to the Purchaser in respect of such Limited Partnership InterestsClosing, directly or indirectlySeller and its applicable Affiliates, at Seller’s sole cost and expense, shall take any and all actions necessary to effect the Group Partnerships in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing), and (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be consistent with the structure set forth in Exhibit B hereto. The transactions contemplated by this Agreement, including (a) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability set forth on Section 5.4 are sometimes referred 5.19(a) of the Seller Disclosure Schedule from any Transferred Entity, on the one hand, to herein as any member of the Seller Group (other than the Transferred Entities), on the other hand, and (b) conveying, transferring, assigning and delivering any asset or liability set forth on Section 5.19(b) of the Seller Disclosure Schedule from any member of the Seller Group (other than the Transferred Entities), on the one hand, to any Transferred Entity, on the other hand (the foregoing clauses (a) and (b) collectively, Closing, the “Seller Restructuring Transactions”. (b) The Restructuring Transactions shall be implemented ), in a manner that is consistent with the steps set forth in the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including each case pursuant to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership or the holders instruments of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed. The Controlling Partnership shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives, it being understood that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership acting in good faith. (c) In connection with the Restructuring Transactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consent to such election in their sole discretion. Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an election. (d) At or prior to the Effective Time, the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings transfer in form and substance reasonably satisfactory to Purchaser and provided that Purchaser’s prior written consent shall be required for any action not set forth on Section 5.19 of the Seller certifying Disclosure Schedule; provided, further, that each has performed in all material respects all obligations required Purchaser may not require Parent to change the steps contemplated by the Seller Restructuring Transaction. (b) At the request of Purchaser and at Purchaser’s cost and expense, Seller and its applicable Affiliates shall use commercially reasonable efforts to take such actions as requested by Purchaser to allow the Essex Generating Station to be performed by it under Section 5.4transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not any of the other Facilities, Section 5.5, Section 5.6, Section 5.7 including obtaining any required standalone permits and Section 5.9 during the period from the Satisfaction Date to the Effective Timecontracts. The certificate shall Parties agree to, and to cause their respective Affiliates to, cooperate in good faith and use their commercially reasonable efforts to take such actions as may be delivered at reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as the parties may mutually agreeforegoing.

Restructuring Transactions. (a) Holdings As promptly as reasonably practicable after the date hereof but in any event no later than 30 days after the date hereof, Parent shall designate one of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in the preceding sentence, Parent shall use its reasonable best efforts to take, and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or cause Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be takenAcquired Companies or changing the form of any Acquired Company, such actions as are necessary so that at the Effective Time: (i) the Group Partnerships shall own, directly or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and Sale, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed to the Purchaser in respect of such Limited Partnership Interests, directly or indirectly, to the Group Partnerships in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing)case, and (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be in a manner consistent with the structure Restructuring Plan (to the extent set forth in Exhibit B hereto. The the Restructuring Plan) (the Restructuring Plan and the foregoing transactions contemplated collectively, together with the actions set forth in Article 7 to be taken by this Section 5.4 are sometimes referred Parent or any of its Subsidiaries as of or prior to herein as the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent and its Affiliates shall not be required to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any of the Restructuring Transactions detailed in the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to any such amendment, modification or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07. (b) The Notwithstanding anything herein to the contrary, in no event shall any Person be required to take, effect or complete any action or transaction contemplated by the Restructuring Transactions shall be implemented (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) in a manner chronological order that is consistent with the steps differs from that set forth in the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership or the holders of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed. The Controlling Partnership shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives, it being understood that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership acting in good faithRestructuring Plan. (c) In connection with the Restructuring Transactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consent to such election in their sole discretion. Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an election. (d) At or prior to the Effective Time, the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time. The certificate shall be delivered at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as the parties may mutually agree.

Restructuring Transactions. (a) Holdings shall use its reasonable best efforts to take, or cause to be taken, such actions as are necessary so that Section 5.05 is hereby amended and supplemented by adding the following at the Effective Timeend of Section 5.05: (i) “After the Group Partnerships shall own, directly or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and SaleClosing Date, the Purchaser following terms and conditions shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed apply to the Purchaser in respect of such Limited Partnership Interests, directly or indirectly, to the Group Partnerships in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing), and (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be consistent with the structure procedures set forth in Exhibit B hereto. The transactions contemplated by this Section 5.4 are sometimes referred 4.3 of Schedule 5.05 for any Transferred Contracts (other than a Rail Car Lease Agreement) or Partially Transferred Contract that cannot be transferred to herein as the “Restructuring Transactions”. (b) The Restructuring Transactions shall be implemented in a manner that is consistent with the steps set forth in the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership or the holders member of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed. The Controlling Partnership shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives, it being understood that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership acting in good faith. (c) In connection with the Restructuring Transactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consent to such election in their sole discretion. Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an election. (d) At or prior to the Effective Time, the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time. The certificate shall be delivered at the offices of ▇▇▇▇▇▇▇ ▇Group: (i) until the requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract, any material amendment of, or material modification to, such Transferred Contract or Partially Transferred Contract (including any material amendment or material modification required or necessary to obtain the consent of the counterparty to such Transferred Contract or Partially Transferred Contract) shall require the prior written approval of the Purchaser (such approval not to be unreasonably withheld, delayed or conditioned); (ii) until the requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract, the Seller will keep the Purchaser reasonably informed of any requests made by the counterparty to such Transferred Contract or Partially Transferred Contract to amend or modify the terms of such Transferred Contract or Partially Transferred Contract; (iii) until the requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract in accordance with terms hereof, the Seller shall perform its, or cause its Affiliates to perform their, obligations under such Transferred Contract or Partially Transferred Contract in accordance with the terms thereof and, in connection therewith, the Seller shall use commercially reasonable efforts to follow reasonable directions provided by the applicable member of the ▇▇▇▇▇▇ & ▇▇Group so long as such directions do not cause a breach of such contract (provided, that the Purchaser and the ▇▇▇▇▇▇ LLPHoldcos shall, ▇▇▇ ▇▇▇and shall cause the ▇▇▇▇▇▇ Subsidiaries to, be responsible for and indemnify the Seller and its Affiliates against all Losses arising from or relating to the Seller’s or its Affiliates’ compliance with this subsection (iii); and (iv) the Seller, the ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Holdcos and the Purchaser shall use commercially reasonable efforts to agree to commercially reasonable terms for purposes of effectuating the benefits and burdens of such Transferred Contract or such other place as the parties may mutually agreePartially Transferred Contract.”

Restructuring Transactions. (a) Holdings shall use its reasonable best efforts to take, On or cause to be taken, such actions as are necessary so that at before the Effective Time: (i) the Group Partnerships shall own, directly Date or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and Saleas soon as reasonably practicable thereafter, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed to the Purchaser in respect of such Limited Partnership Interests, directly or indirectly, to the Group Partnerships in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing), and (iii) upon the completion of the Purchase and SalePlan Administrator, the structure of the KKR Group shall be consistent with the structure set forth in Exhibit B hereto. The transactions contemplated by this Section 5.4 are sometimes referred to herein as the “Restructuring Transactions”. (b) The Restructuring Transactions shall be implemented in a manner that is consistent with the steps set forth in the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the SellerPost-Effective-Date Debtor Subsidiaries, the Controlling Partnership or the holders of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed. The Controlling Partnership shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives, it being understood that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership acting in good faith. (c) In connection with the Restructuring Transactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consent to such election in their sole discretion. Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an election. (d) At or prior to the Effective Time, the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Post-Effective-Date to the Effective Time. The certificate shall be delivered at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPCity Debtors, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇the Non-Debtor Subsidiaries, ▇▇▇ ▇▇▇▇the Purchaser Parties, ▇▇ ▇▇▇▇▇ and EIX may take all actions as may be necessary or such appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Restructuring Transactions under and in connection with the Plan, the Purchase Agreement, and the EIX Settlement Agreement, including, without limitation: (1) the execution and delivery of all appropriate agreements or other place documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (3) rejection or assumption, as applicable, of Executory Contracts and Unexpired Leases; (4) the parties may mutually agreefiling of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law; (5) the consummation of the transactions contemplated by the Purchase Agreement; (6) the issuance of the New Interests and the execution of all documents related thereto; (7) the consummation of the Post-Effective-Date Reorganization Trust Matters; (8) MWG’s assumption of the PoJo Leases and Documents, subject to the PoJo Lease Modifications; (9) the payment by the Reorganization Trust of the Agreed PoJo Cure Amount and PoJo Restructuring Fees; and (10) the consummation of the transactions set forth in the EIX Settlement Agreement. The Debtors shall consult with the Committee and the Supporting Noteholders regarding any material Restructuring Transaction other than those specifically described or provided for in the Plan.

Restructuring Transactions. (a) Holdings Notwithstanding anything to the contrary set forth herein, as soon as practicable, but in no event more than twenty (20) days after the date hereof, the Company and the Shareholders shall use its reasonable best efforts to take, take or cause to be taken, such actions as are necessary so that at all actions, and to do, or cause to be done, and to assist and cooperate with the Effective Time: (i) the Group Partnerships shall own, directly or indirectlyother Parties in doing, all of things necessary, proper or advisable to consummate the Contributed Interests, (ii) upon the completion of the Purchase Restructuring Transactions as set forth in Annex I attached hereto. The Restructuring Transactions shall be completed on terms and Sale, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed conditions acceptable to the Purchaser in respect of such Limited Partnership Interestsall respects, directly and all documents, agreements, or indirectly, instruments shall be subject to the Group Partnerships in exchange for a direct or indirect controlling interest and 30% prior approval of the outstanding Class A units representing limited partner interests in Purchaser. The Company shall, and each of the Group Partnerships (it Shareholders shall cause the Company and Nagoya to, provide the Purchaser and its representatives with a reasonable opportunity to review and comment on any documents, agreements or instruments prior to such documents, agreements and instruments being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing), and (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be consistent executed and/or delivered in connection with the structure set forth in Exhibit B hereto. The transactions contemplated by this Section 5.4 are sometimes referred to herein as the “Restructuring Transactions”. (b) The Each of the Shareholders hereby acknowledges and agrees that (i) any corporate actions, transfers or other actions taken in connection with the Restructuring Transactions shall be implemented in a manner that is consistent made on an “AS-IS”, “WHERE-IS” basis, without representation or warranty of any kind, and without recourse to the Company or Nagoya with respect to any such corporate actions, transfers or other actions, and without recourse to the steps set forth in recipient thereof; (ii) the structure memorandum attached as Exhibit C heretoShareholders shall, except jointly and severally, assume, satisfy, discharge, perform, pay and remain responsible for deviations thereto (including any and all Liabilities or Losses based upon, related or pertaining to, arising from or with respect to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership or the holders any of the Seller Common Units Restructuring Transactions, including any Taxes associated with or deviations consented arising from the Restructuring Transactions, in each case irrespective of whether they exist or arise prior to by or after the SellerClosing; and (iii) the Shareholders shall, which consent shall not be unreasonably withheld jointly and severally, indemnify, defend and hold harmless each Purchaser Indemnified Person for any and all Liabilities or delayed. The Controlling Partnership shall consider in good faith any deviations Losses related to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representativesRestructuring Transactions, it being understood that the decision regardless of whether arising prior to or not to implement any such requested deviations or methods shall be in after the sole determination of the Controlling Partnership acting in good faithClosing Date. (c) In connection with the Restructuring Transactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consent to such election in their sole discretion. Notwithstanding the foregoing, in no event shall this Section 6.18 limit or otherwise restrict the Independent Directors shall consult in good faith with representations and warranties of the Controlling Partnership about whether to make such an election. (d) At or prior Shareholders, including any representations and warranties as to the Effective TimeCompany or its Subsidiaries, set forth herein and the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each indemnification obligations of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time. The certificate shall be delivered at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as the parties may mutually agreeShareholders hereunder.

Restructuring Transactions. (a) Holdings As of the Closing Date, all aspects of the equity ownership and corporate and operational governance of the Borrower effected by the Restructuring Transaction Documents (including the composition of the Board of Directors and the management of the Borrower) shall use its reasonable best efforts be satisfactory to takethe Agent. Additionally, or cause all agreements relating to, and the corporate and capital structure of, Borrower, as of the Closing Date and after giving effect to the transactions contemplated by the Loan Documents and the Restructuring Transaction Documents, and all organizational documents of Borrower, to the extent not expressly set forth in the Plan of Reorganization, shall be takensatisfactory to the Agent; and (b) As of the Closing Date and after giving effect to the Restructuring Transaction Documents, such actions as are necessary so that at the Effective Time: organizational structure and the capital structure of the Borrower shall be satisfactory to the Agent; (c) Agent shall have received a copy of the Confirmation Orders, each of which shall (i) the Group Partnerships shall own, directly or indirectly, all of the Contributed Interestsbe in form and substance satisfactory to Agent, (ii) upon except as agreed to by Agent, be final orders on the completion of the Purchase and Sale, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed to the Purchaser in respect of such Limited Partnership Interests, directly or indirectly, to the Group Partnerships in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing)Closing Date, and (iii) upon be certified by the completion Clerk of the Purchase and Sale, the structure Bankruptcy Court; (d) As of the KKR Group Funding Date, Agent shall be consistent with have either (X) received a certificate dated the structure set forth in Exhibit B hereto. The transactions contemplated by this Section 5.4 are sometimes referred Closing Date from the Clerk of the Bankruptcy Court, if available, certifying that (i) there is no order amending, modifying, staying, vacating, or rescinding the Final Order entered on the docket of the Clerk of the Bankruptcy Court on May 17, 2005 or pending appeal or motion to herein as vacate or rescind the “Restructuring Transactions”.same and (ii) there is no motion or other pleading on file seeking to amend, modify, stay, vacate, or rescind the Plan of Reorganization, or (Y) waived such requirement; (be) The As of the Funding Date, (i) A Certificate by the Borrower that all conditions to the Restructuring Transactions shall be implemented in a manner that is consistent with the steps set forth in the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including to address a change in law) which would not reasonably be expected to Restructuring Transaction Documents shall have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership been satisfied or the holders fulfillment of any such conditions shall have been waived by the Agent, (ii) the Restructuring Transactions shall have become effective in accordance with the terms of the Seller Common Units or deviations consented to by Restructuring Transaction Documents; and (iii) the Seller, which consent shall not be unreasonably withheld or delayed. The Controlling Partnership shall consider in good faith any deviations Effective Date with respect to the steps Plan of Reorganization shall have occurred; (f) As of the Closing Date, Agent shall have received a fully executed or methods conformed copy of implementing each Restructuring Transaction Document and any documents executed in connection therewith, together with copies of each of the stepsopinions of counsel delivered to the parties under the Restructuring Transaction Documents, accompanied by a letter from each such counsel (to the extent not inconsistent with such counsel’s established internal policies) set forth in Exhibit C requested by authorizing Agent and Lender to rely upon such opinion to the Seller or its representativessame extent as though it were addressed to Agent and Lender; (g) As of the Closing Date and Funding Date, it being understood that the decision of whether or not to implement any such requested deviations or methods each Restructuring Transaction Document shall be in the sole determination full force and effect, and shall be in form and substance satisfactory to Agent; and (h) As of the Controlling Partnership acting in good faith. (c) In connection with Closing Date and Funding Date, the Plan of Reorganization shall not have been amended, supplemented, restated or otherwise modified, whether pursuant to Section 1127 of the Bankruptcy Code, court order, or otherwise, without the consent of Agent and, as of the Closing Date or as of the Funding Date and after giving effect to the Restructuring Transactions, the Seller Plan of Reorganization shall have been substantially consummated in accordance with the terms thereof and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) the terms of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior Confirmation Orders. No document shall be deemed delivered to the US Listing (as defined Agent until received by the Agent at its offices in Boston, Massachusetts. Under no circumstances shall this Agreement take effect until executed and accepted by the Investment Agreement) consent to such election in their sole discretion. Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an electionAgent at said office. (d) At or prior to the Effective Time, the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time. The certificate shall be delivered at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as the parties may mutually agree.

Restructuring Transactions. (a) Holdings shall use its reasonable best efforts to take, or cause to be taken, such actions as are necessary so that at the Effective Time: (i) the Group Partnerships shall own, directly or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and Sale, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed to the Purchaser in respect of such Limited Partnership Interests, directly or indirectly, to the Group Partnerships in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing)The DC Contributors shall, and shall cause the Company and the respective Company Subsidiaries to, take the actions described in Schedule 5.05(a) (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be consistent with the structure set forth in Exhibit B hereto. The transactions contemplated by this Section 5.4 are sometimes referred to herein as the “Pre-Closing Restructuring Transactions”) prior to the Closing. The Pre-Closing Restructuring Transactions shall be implemented substantially in the manner specified on such Schedule or otherwise in a manner reasonably satisfactory to the Investor. The DC Contributors shall regularly consult with the Investor regarding the manner and status of the implementation of the Pre-Closing Restructuring Transactions and shall provide the Investor with copies of all material agreements or other documents executed in connection with such transactions. (b) The DC Contributors and the Investor shall, and shall cause their respective Affiliates to, take the actions described in Schedule 5.05(b) (the “Post-Closing Restructuring Transactions Transactions”) after the Closing. The Investor and the DC Contributors shall be implemented in a manner that is consistent cooperate with each other and shall cause their respective Affiliates and the steps set forth in officers, employees, agents, and representatives of themselves and their respective Affiliates to cooperate with each other and use reasonable best efforts to ensure the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership or the holders timely and orderly completion of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed. The Controlling Partnership shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives, it being understood that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership acting in good faithPost-Closing Restructuring Transactions. (c) In connection with (i) Notwithstanding anything that may be contained in the NAFTA Macro Step Plan, the Austria Macro Step Plan or the ROW Macro Step Plan (each as included in Schedule 5.05(a)) to the contrary, but subject to paragraph (iii) below, the DC Contributors and the Investor agree that the Pre-Closing Restructuring Transactions, taken as a whole, will not involve transfers of cash from the Seller Company and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) the Company Subsidiaries, taken as a whole, in excess of the Code amount of cash transferred pursuant to reduce such step plans by DC Holding, DCNAF and the tax basis Guarantor or their Affiliates (excluding the Company or any Company Subsidiary) to the Company and the Company Subsidiaries, taken as a whole. (ii) The parties agree that in the Seller Common Units held by holders Step 3 of Seller Common Units immediately before the Restructuring Transactions unless a majority Phase II of the Independent DirectorsROW Macro Step Plan, prior the amount to be invested by DCC in Chrysler do Brazil Ltda (indicated as $35 million but potentially less) shall be provided to DCC from funds distributed by Chrysler International Corporation, a Delaware corporation (“CIC”), as described in paragraph (iii) below (or by capital contributions from DCNAF or DC Holding). (iii) The parties agree that as a result of the steps in Phase II of the Austria Macro Step Plan (as included in Schedule 5.05(a)), all net cash and cash equivalents not attributable to the US Listing Chrysler business (as defined below) may be paid, distributed or otherwise transferred from DaimlerChrysler Holding (Austria) GmbH, DaimlerChrysler Vienna GmbH and CIC, to DaimlerChrysler Danubia (or, in the Investment Agreementcase of the distribution from CIC, to the extent not applied as set forth in paragraph (ii) consent above, to such election DC Holding). For purposes of this paragraph (iii), net cash and cash equivalents not attributable to the Chrysler business shall include all cash and cash equivalents in their sole discretion. Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an election. DaimlerChrysler Holding (dAustria) At or GmbH and DaimlerChryslerVienna GmbH immediately prior to Step 6 of the Effective TimeAustria Macro Step Plan, the Controlling Partnership which cash and cash equivalents will not exceed Euro 350 million and which cash and cash equivalents has not been generated by or is not attributable to any Chrysler business operations or assets. For avoidance of doubt, neither DaimlerChrysler Danubia nor DC Holding shall deliver be entitled to receive any cash and cash equivalents contained in Chrysler Austria GmbH, DaimlerChrysler Management Austria GmbH or AC Auto Car, which cash and cash equivalents balances shall be deemed attributable to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time. The certificate shall be delivered at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as the parties may mutually agreeChrysler business.