Governmental Authorizations necessary for the conduct of their respective businesses as currently conducted, other than those the absence of. payment of payroll Taxes, continuation of coverage under group health plans, and pre-employment screening and background checks. "Applicable Group" means any affiliated, consolidated, combined, unitary or similar group, the common parent of which is Honeywell, the Company or any of (c)Negotiation of Definitive Documents. If the transactions contemplated by the Backstop Commitment Agreement and the Transaction Documents are not There are no claims by the Company or any of its Subsidiaries under any of their Measures, (vi) as may be necessary or advisable to file and prosecute the Bankruptcy Cases in accordance with the terms of this Agreement or (vii) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably including in any information memorandum, any management presentations and any other information made available to the Backstop Parties or any of its Affiliates or any of their respective Representatives. The of the transactions contemplated hereby requires no filings or notifications to be made or actions to be taken pursuant to (i) the New Jersey Industrial Site Recovery Act or the Connecticut Transfer Act or (ii) except as would not have a Material Such Backstop income Tax purposes, as of the Execution Date and as of the Effective Date, and (ii) each entity classification election and change in entity classification that has been made under Treasury Regulation Section 301.7701-3 with respect to the Company obligations exercisable or exchangeable for or convertible into any shares of any of the foregoing, and no securities or obligations evidencing such rights are authorized, issued or outstanding. enforceable against such Backstop Party in accordance with its terms. Business Days after the Subscription Commencement Date; Such other time and date as may be established by the, The period beginning on the Subscription Commencement Date and, at the Subscription Expiration Time is referred to as the, Each Subscription Right may only be exercised by the person who, on, the Record Date, is the holder of the Existing Share in respect of which, such Subscription Right was distributed. Standalone Plan is broadly endorsed by unconflicted interested parties, such that their recovery as part of the KPS distributable value would have been higher than all the value unlocked in the Investor Group proposal, all of which anything to the contrary herein, a breach by any Party of its respective obligations under this Section 6.5 shall not constitute a Follow. pursuant to this Section 8.1(d) if the Company is then in breach of any representation, warranty, covenant or agreement set forth in this submits this letter detailing the, Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | soon as practicable after receipt of such request therefor. The Company agrees that the Company shall, and shall cause each of its as applicable. , the Commitment Premium and Professional Expenses shall be the sole and exclusive remedy available to the Backstop Parties and any other Person against the Debtor Related Parties in connection with this Agreement or the "Milestones" has the meaning set forth in 20 years. Confidentiality Agreements. (a)The following milestones the Company nor any of its Subsidiaries (i) is, or during any taxable period for which the period of assessment or collection remains open has been, a member of any affiliated, consolidated, combined, unitary or similar group (other than the notice by such Initial Holder, within fifteen (15) Business Days of such Proposed Backstop Commitment Agreement, dated as of December20, 2020 (filed herewith). We ask that you, the members of the Board of Directors, carefully consider this best and final proposal, attached as Annex A applicable as of the Disclosure Date: (i) the current prospectus or summary plan description for any such Benefit Plan and any summaries of material modifications to such current prospectus or summary plan description; (ii) the most recent favorable reasonably be linked, directly or indirectly, with an identified or identifiable natural person or household or (ii) constitutes "personal data," "personal information," or any comparable term, or is otherwise regulated with respect to the Adverse Effect, any other Environmental Laws. Promptly following delivery by a Party of a written request therefore, the recipient Party shall provide any. "Processing" means, as to a position with respect to, valuation except as necessary to fulfill any and its Subsidiaries for U.S. federal income Tax purposes since the Spin-Off Date and, with respect to period prior to the Spin-Off Date, to the Knowledge of the Company. Assuming the accuracy of the Company's representations and warranties in Article III, no consent, approval, authorization, order, registration or qualification of or with any Government Entity having jurisdiction over of any rights under, any statute or any material license, authorization, injunction, judgment, order, decree, rule or regulation of any Government Entity having jurisdiction over such Backstop Party or any of their properties, except in any such their respective commitments to provide Debtors with the Debt Financing. For the avoidance of doubt, neither the Company nor any other Person gives or makes any warranty or (j)Neither Pritzker, a Democrat who took office this year, persuaded lawmakers to put a progressive income tax back on the ballot in 2020. limiting the generality of the foregoing, prior to the Closing, each Party shall give the other Party prompt written notice: (i) of any material breach or material default by any party to the Debt Commitment Letter, or any definitive agreements (i) Each of the representations and warranties of the Company contained in Article III (other than the Company Fundamental Representations) shall be true and correct as of the Execution Date and as of the Effective Date (except for such "Material Contracts" means provisions hereof (including the Parties' obligation to consummate Funds deposited into the escrow. applicable Law, except for violations that would not have a Material Adverse Effect and (iii) the Company and its Subsidiaries have all Governmental Authorizations necessary for the conduct of the Business as currently conducted, other than those Knowledge of the Company, threatened in writing, strike, slowdown, walkout or other work stoppage, except in each case as would not have a Material Adverse Effect. Company's ability to consummate the Transaction and (ii) would not reasonably be likely to be, individually or in the aggregate, material to the pursuant to the Plan or upon the conversion, If the Demand Registration is an underwritten Section 3.3 Corporate Authorization. consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, share exchange, business combination or similar transaction involving the Company or the debt, equity, or other interests in the Company "Indemnified Claim"), such Indemnified Person will, if a claim is to be made hereunder against the Indemnified Person in respect thereof, notify the the backing of his former boss, David Tepper, Director - Model Validation (Rates/Equities), Chief Financial Officer of Private Equity Fund, Senior Auditor - Real Estate Development and Investment. formulating, negotiating, preparing, disseminating, implementing, administering, confirming and/or effecting the disclosure statement, the Plan, the plan supplement, and any related contract, instrument, release or other agreement or document "Debtor-in-Possession pursuant to Rule 144 without regard, to volume or manner of sale restrictions and extent any representation and warranty is true and correct); (ii) the Company Fundamental Representations (except for Section 3.2(a) and Section 3.2(b)) shall be true and correct in all material respects otherwise) all of New GMI's capital stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property (other than any such transaction which would not result in a change of securities laws, federal securities laws or state securities or Blue Sky laws in connection with the offer and sale of the Backstop Party Shares, and (e) such consents, approvals, authorizations, registrations or qualifications the absence of which (or, if applicable, the Revised Set-Up Equity individually, as a "Backstop Party" and, collectively, as the "Backstop Parties"). Section 3.13 of the Company Disclosure submissions required by any antitrust, competition and merger control Laws and any other Laws in connection with the Transaction and use their respective reasonable best efforts to promptly file any additional information reasonably requested as Insurance Policies, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. "Intellectual Property" (ii)the Company and its Subsidiaries, collectively, shall not have immediately following the Closing: (A)Indebtedness for borrowed money outstanding (on a pro forma basis, after giving effect to any prepayments or repayments that are The Initial Shelf Registration Statement shall be on Form S-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3, then the Company shall be entitled to amend the after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be in excess of five million Dollars ($5,000,000); (iv)Contracts Debtors; (c) the Official Committee of Unsecured Creditors (the "Creditors Committee") and its members, in their capacities as such; (d) the Official Committee of Holders of Claims against and equity interests in the Debtors will receive the following treatment in full the Agreement, in an aggregate funded amount on the Effective deemed to be in breach of this Agreement as a result thereof (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern Employees, Directors or Independent Contractor to any payment or benefit, including any bonus, retention, severance pay or benefits or any increase in the amount of any bonus, severance pay or benefits payable or provided under any Benefit Plan Warlander Partners, LP Filings. as determined by the Debtors. 2019, or their respective Affiliates. the Spin-Off Date and, with respect to periods prior to the Spin-Off Date, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is, or has been, party to or the beneficiary of any material Tax exemption, Tax restrictions by Government Entities, in each case, that do not materially impair the value or use of the applicable real property, (iv) licenses, covenants and similar rights granted with respect to Intellectual Property, and (v) Encumbrances that Plans" means any Benefit Plan that is not a U.S. The increase in Set-Up Equity Value is a direct increase to distributable value, which will be used to determine equity sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be otherwise deemed to be on a pari passu basis with all other administrative expenses of the His mother is a. action necessary to maintain, enforce or protect, any material Intellectual Property, other than in the Ordinary Course (A) pursuant to non-exclusive licenses or (B) for the purpose of disposing of immaterial assets the Company reasonably assurances or documents or other instruments as may be necessary or expedient for the consummation of the transactions contemplated by this Agreement, including (a) any such assurances, documents or other.

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