The Participants' Investments are based on the mutual understanding that
the Sponsors shall have the exclusive right to exercise administrative
shareholder rights, including to take decisions on the operation of the
business of LuxCo and its subsidiaries and affiliates, to appoint the
members of the board of managers, and to elect and replace auditors and
pass resolutions on general meetings in LuxCo (S. 31 Ziff. 9.1).

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