Common use of Certain Changes of Control Clause in Contracts

Certain Changes of Control. (a) If (i) Penske Corporation, at any time and for any reason, either (A) ceases to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp. and (1) in an election of directors for which proxies are not solicited under the Exchange Act, Penske Corporation and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, is unable to elect at least half of the directors of Penske Transportation Holdings Corp., or (2) in an election of directors for which proxies are solicited under the Exchange Act, proxies for management nominees and the vote of Penske Corporation and/or its Affiliates and other Persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) ceases to own, directly or indirectly, at least twenty-five percent (25%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp., or (ii) Penske Transportation Holdings Corp., at any time and for any reason, ceases to own, directly or indirectly, and have voting control over at least eighty percent (80%) of the outstanding common stock or other voting securities of the PTLC Consolidated Group member, or members on an aggregate basis, then holding Partnership Interests (excluding PTL GP and Holdings from the PTLC Consolidated Group for this determination) (each of (i) and (ii), a “Penske Change of Control”), then each Significant Limited Partner shall have the right, but not the obligation (which right shall expire ninety (90) days after the date on which PTLC gives the notice referred to in the following sentence, to deliver an IPO Notice under Subsection 10.3(a). PTLC shall give prompt written notice to the other Partners of the occurrence of a Penske Change of Control. (b) In the event that any Penske Partner proposes to Transfer any portion of such Penske Partner’s Partnership Interest and, after giving effect to such Transfer (and any related series of Transfers by any Penske Partners) the Penske Partners and MBK USA CV cease to own, collectively (directly or indirectly), more than a sixty percent (60%) Percentage Interest (the “Triggering Transfer”), then in connection with such Triggering Transfer, MBK USA CV will have the right to require the Transferring Penske Partner to cause the proposed transferee to purchase from MBK USA CV a portion of MBK USA CV’s Partnership Interest equal to (i) the Percentage Interest that MBK USA CV directly or indirectly owns prior to giving effect to such Transfer multiplied by (ii) the Partnership Interests being purchased in total, at the same purchase price and on the same terms and conditions as those applicable to the Transferring Penske Partner. Notwithstanding the foregoing, any Transfer of Partnership Interests in an IPO or any public offering after an IPO shall not constitute a Triggering Transfer.

Certain Changes of Control. (a) If In the event that (i) Penske Corporation, at any time and for any reason, either (A) ceases shall have ceased to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp. and (1) in an election of directors for which proxies are not solicited under the Exchange Act, Penske Corporation and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, is shall be unable to elect at least half of the directors of Penske Transportation Holdings Corp., or (2) in an election of directors for which proxies are solicited under the Exchange Act, proxies for management nominees and the vote of Penske Corporation and/or its Affiliates and other Persons persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) ceases shall have ceased to own, directly or indirectly, at least twenty-five percent (25%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp., or (ii) Penske Transportation Holdings Corp., at any time and for any reason, ceases shall have ceased to own, directly or indirectly, and have voting control over at least eighty percent (80%) of the outstanding common stock or other voting securities of the PTLC Consolidated Group member, member or members on an aggregate basis, then holding Partnership Interests (excluding PTL GP LJ VP and Holdings from the PTLC Consolidated Group for this determination) ), then from and after the occurrence of any of the events specified in clauses (each of i)(A), (ii)(B) and (ii)) above, a “Penske Change of Control”), then each Significant Limited Partner the GE Partners or any nominee(s) thereof shall have the right, but not the obligation (which right shall expire ninety one hundred eighty (90180) days after from the date on which PTLC gives the GE Partners shall have received the notice referred to in the following sentencelast sentence of this Subsection 9.4(a), to deliver an IPO Notice under purchase from such holders and any of the members of the PAG Consolidated Group then holding Partnership Interests, one-hundred percent (100%) of their respective Partnership Interests and one-hundred percent (100%) of their respective Member Interests at a purchase price, payable in cash, to be determined as of the date the GE Partners shall advise PTLC and PAG of the GE Partners’ or its nominee(s)’s decision to acquire one-hundred percent (100%) of the Partnership Interests and one-hundred percent (100%) of the Member Interests held by the PTLC Consolidated Group and the PAG Consolidated Group pursuant to this Subsection 10.3(a9.4(a) by means of the appraisal procedure set forth in Subsection 9.4(c) herein plus any additional amount payable pursuant to the provisions of Subsection 9.3(i). PTLC shall give prompt written notice to the other GE Partners of the occurrence of a Penske Change any of Controlthe events specified in clauses (i)(A), (i)(B) or (ii) of this Subsection 9.4(a). (b) In the event that GECC at any Penske Partner proposes to Transfer time and for any portion of such Penske Partner’s Partnership Interest and, after giving effect to such Transfer (and any related series of Transfers by any Penske Partners) the Penske Partners and MBK USA CV cease reason shall have ceased to own, collectively (directly or indirectly, and have voting control over eighty percent (80%) of the outstanding common stock or other voting securities of the GECC Consolidated Group member or members then holding Partnership Interests, then from and after the occurrence of such events, PTLC or any nominee(s) thereof shall have the right, but not the obligation (which right shall expire one hundred eighty (180) days from the date on which PTLC shall have received the notice referred to in the last sentence of this Subsection 9.4(b)), more than a sixty to purchase from such holders one-hundred percent (60100%) Percentage Interest of their respective Partnership Interests and one-hundred percent (100%) of their respective Member Interests at a purchase price, payable in cash, to be determined as of the date PTLC shall advise such holders of its or its nominee(s)’s decision to acquire one-hundred percent (100%) of their respective Partnership Interests and one-hundred percent (100%) of their respective Member Interests pursuant to this Subsection 9.4(b) by means of the appraisal procedure set forth in Subsection 9.4(c). The GE Partners shall give prompt written notice to PTLC of the occurrence of any of the events specified in this Subsection 9.4(b). (c) If the GE Partners or any nominee(s) thereof shall have elected in writing within the period specified in Subsection 9.4(a) to purchase one-hundred percent (100%) of the Partnership Interests and one-hundred percent (100%) of the Member Interests held by the PTLC Consolidated Group and the PAG Consolidated Group or if PTLC or any nominee(s) thereof shall have elected in writing within the period specified in Subsection 9.4(b) to purchase one-hundred percent (100%) of the Partnership Interests and one-hundred percent (100%) of the Member Interests held by the GECC Consolidated Group (the Partnership Interests and Member Interests to be purchased hereinafter referred to as the “Triggering TransferPurchased Interest”), then each of the PTLC Consolidated Group and the GE Consolidated Group shall engage, at its own expense, an investment banking firm or valuation firm (which term includes accounting firms) of recognized national standing and experience in connection with matters of this type, to appraise the Purchased Interest. Such firms shall determine the fair market value of the Purchased Interest as of the date of the GE Partners’ or PTLC’s, as applicable, notice referred to above. In reaching their determinations, such Triggering Transferfirms shall not take into account any “control premium” or “non-controlling discount” attributable to the Purchased Interest or the illiquid nature of an investment in the Purchased Interest. If the difference between the amount of the higher of such determinations and the amount of the lower of such determinations is not more than an amount equal to ten percent (10%) of the amount of the higher of such determinations, MBK USA CV will have then the right determinations of both such firms shall be averaged. If the difference between the respective amounts of such determinations is greater than an amount equal to require ten percent (10%) of the Transferring Penske amount of the higher of such determinations, then, in lieu of averaging such determinations, such firms shall jointly select an independent third investment banking or valuation firm (which term includes accounting firms) of recognized national standing and experience in matters of this type, in each case, to determine the fair market value of the Purchased Interest, which determination shall not take into account any “control premium”, “non-controlling discount” or the illiquid nature of an investment therein as aforesaid. The costs and expenses of any such independent third investment banking or valuation firm shall be borne equally by the GE Partners and PTLC. Each applicable Partner agrees to use its reasonable best efforts to cause the proposed transferee appraising firms to purchase from MBK USA CV a portion complete their appraisals pursuant to this Subsection 9.4(c) as promptly as practicable. Upon the determination of MBK USA CV’s Partnership the fair market value of the Purchased Interest equal to (i) by such third firm, the Percentage two highest determinations of the fair market value of the Purchased Interest that MBK USA CV directly or indirectly owns prior to giving effect to such Transfer multiplied by (ii) shall be averaged, which amount shall be the Partnership Interests being purchased in total, at the same purchase price and on the same terms and conditions as those applicable referred to the Transferring Penske Partner. Notwithstanding the foregoing, any Transfer of Partnership Interests in an IPO Subsection 9.4(a) or any public offering after an IPO shall not constitute a Triggering Transfer9.4(b).

Certain Changes of Control. (a) If (i) Penske Corporation, at any time and for any reason, either (A) ceases to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp. and (1) in an election of directors for which proxies are not solicited under the Exchange Act, Penske Corporation and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, is unable to elect at least half of the directors of Penske Transportation Holdings Corp., or (2) in an election of directors for which proxies are solicited under the Exchange Act, proxies for management nominees and the vote of Penske Corporation and/or its Affiliates and other Persons persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) ceases to own, directly or indirectly, at least twenty-five percent (25%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp., or (ii) Penske Transportation Holdings Corp., at any time and for any reason, ceases to own, directly or indirectly, and have voting control over at least eighty percent (80%) of the outstanding common stock or other voting securities of the PTLC Consolidated Group member, or members on an aggregate basis, then holding Partnership Interests (excluding PTL GP and Holdings from the PTLC Consolidated Group for this determination) (each of (i) and (ii), a “Penske Change of Control”), then each Significant Limited Partner shall have the right, but not the obligation (which right shall expire ninety (90) days after the date on which PTLC gives the notice referred to in the following sentencelast sentence of this Subsection 9.4(a)), to deliver an IPO Notice under Subsection 10.3(a10.4(a). PTLC shall give prompt written notice to the other Partners of the occurrence of a Penske Change any of Controlthe events specified in clauses (i)(A), (i)(B) or (ii) of this Subsection 9.4(a). (b) In the event that any Penske Partner proposes to Transfer any portion of such Penske Partner’s Partnership Interest and, after giving effect to such Transfer (and any related series of Transfers by any Penske Partners) the Penske Partners and the MBK USA CV cease to own, collectively (directly or indirectly), more than a sixty fifty percent (6050%) Percentage Interest (the “Triggering Transfer”), then in connection with such Triggering Transfer, each of MBK USA CV and the GE Partners will have the right to require the Transferring Penske Partner to cause the proposed transferee to purchase from MBK USA CV or the GE Partners (as applicable) a portion of the Partnership Interests of MBK USA CV’s Partnership Interest CV or the GE Partners (as applicable) equal to (i) the Percentage Interest that MBK USA CV or the GE Partners (as applicable), directly or indirectly owns indirectly, own prior to giving effect to such Transfer transfer multiplied by (ii) the Partnership Interests being purchased in total, at the same purchase price and on the same terms and conditions as those applicable to the Transferring Penske Partner. Notwithstanding the foregoing, any Transfer of Partnership Interests in an IPO or any public offering after an IPO shall not constitute a Triggering Transfer.

Certain Changes of Control. (a) If In the event that (i) Penske Corporation, at any time and for any reason, either (A) ceases shall have ceased to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp. and (1) in an election of directors for which proxies are not solicited under the Exchange Act, Penske Corporation and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, is shall be unable to elect at least half of the directors of Penske Transportation Holdings Corp., or (2) in an election of directors for which proxies are solicited under the Exchange Act, proxies for management nominees and the vote of Penske Corporation and/or its Affiliates and other Persons persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) ceases shall have ceased to own, directly or indirectly, at least twenty-five percent (25%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp., or (ii) Penske Transportation Holdings Corp., at any time and for any reason, ceases shall have ceased to own, directly or indirectly, and have voting control over at least eighty percent (80%) of the outstanding common stock or other voting securities of the PTLC Consolidated Group member, member or members on an aggregate basis, then holding Partnership Member Interests (excluding PTL GP the Company and Holdings Company Sub from the PTLC Consolidated Group for this determination) ), then from and after the occurrence of any of the events specified in clauses (each of i)(A), (ii)(B) and (ii)) above, a “Penske Change of Control”), then each Significant Limited Partner the GE Members or any nominee(s) thereof shall have the right, but not the obligation (which right shall expire ninety one hundred eighty (90180) days after from the date on which PTLC gives the GE Representative Member shall have received the notice referred to in the following sentencelast sentence of this Subsection 9.4(a)), to deliver an IPO Notice under purchase from such holders and any of the members of the PAG Consolidated Group then holding Member Interests, one hundred percent (100%) of their respective Member Interests and 100% of their respective Partnership Interests at a purchase price, payable in cash, to be determined as of the date the GE Representative Member shall advise PTLC and PAG of its or its nominee(s)’s decision to acquire one hundred percent (100%) of the Member Interests and one hundred percent (100%) of the Partnership Interests held by the PTLC Consolidated Group and the PAG Consolidated Group pursuant to this Subsection 10.3(a)9.4(a) by means of the appraisal procedure set forth in Subsection 9.4(c) of the Partnership Agreement. PTLC shall give prompt written notice to the other Partners GE Representative Member of the occurrence of a Penske Change any of Controlthe events specified in clauses (i)(A), (i)(B) or (ii) of this Subsection 9.4(a). (b) In the event that GECC at any Penske Partner proposes to Transfer time and for any portion of such Penske Partner’s Partnership Interest and, after giving effect to such Transfer (and any related series of Transfers by any Penske Partners) the Penske Partners and MBK USA CV cease reason shall have ceased to own, collectively (directly or indirectly, and have voting control over eighty percent (80%) of the outstanding common stock or other voting securities of the GECC Consolidated Group member or members then holding Member Interests, then from and after the occurrence of such events, PTLC or any nominee(s) thereof shall have the right, but not the obligation (which right shall expire one hundred eighty (180) days from the date on which PTLC shall have received the notice referred to in the last sentence of this Subsection 9.4(b)), more than a sixty percent (60%) Percentage Interest (the “Triggering Transfer”), then in connection with such Triggering Transfer, MBK USA CV will have the right to require the Transferring Penske Partner to cause the proposed transferee to purchase from MBK USA CV such holders one hundred percent (100%) of their respective Member Interests and one hundred percent (100%) of their respective Partnership Interests at a portion purchase price, payable in cash, to be determined as of MBK USA CVthe date PTLC shall advise such holders of its or its nominee(s)’s decision to acquire one hundred percent (100%) of their respective Member Interests and one hundred percent (100%) of their respective Partnership Interest equal Interests pursuant to (ithis Subsection 9.4(b) by means of the Percentage Interest that MBK USA CV directly or indirectly owns prior to giving effect to such Transfer multiplied by (iiappraisal procedure set forth in Subsection 9.4(c) of the Partnership Interests being purchased Agreement. The GE Representative Member shall give prompt written notice to PTLC of the occurrence of any of the events specified in total, at the same purchase price and on the same terms and conditions as those applicable to the Transferring Penske Partner. Notwithstanding the foregoing, any Transfer of Partnership Interests in an IPO or any public offering after an IPO shall not constitute a Triggering Transferthis Subsection 9.4(b).

Certain Changes of Control. (a) If In the event that (i) Penske Corporation, at any time and for any reason, either (A) ceases shall have ceased to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp. and (1) in an election of directors for which proxies are not solicited under the Exchange Act, Penske Corporation and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, is shall be unable to elect at least half of the directors of Penske Transportation Holdings Corp., or (2) in an election of directors for which proxies are solicited under the Exchange Act, proxies for management nominees and the vote of Penske Corporation and/or its Affiliates and other Persons persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) ceases shall have ceased to own, directly or indirectly, at least twenty-five percent (25%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp., or (ii) Penske Transportation Holdings Corp., at any time and for any reason, ceases shall have ceased to own, directly or indirectly, and have voting control over at least eighty percent (80%) of the outstanding common stock or other voting securities of the PTLC Consolidated Group member, member or members on an aggregate basis, then holding Partnership Interests (excluding PTL GP and Holdings from the PTLC Consolidated Group for this determination) ), then from and after the occurrence of any of the events specified in clauses (each of i)(A), (ii)(B) and (ii)) above, a “Penske Change of Control”), then each Significant Limited Partner the GE Partners or any nominee(s) thereof shall have the right, but not the obligation (which right shall expire ninety one hundred eighty (90180) days after from the date on which PTLC gives the GE Partners shall have received the notice referred to in the following sentencelast sentence of this Subsection 9.4(a)), to deliver an IPO Notice under purchase pro rata (determined by reference to the relative Percentage Interests then held by each them) from such holders and any of the members of the PAG Consolidated Group then holding Partnership Interests, one-hundred percent (100%) of their respective Partnership Interests and one-hundred percent (100%) of their respective Member Interests at a purchase price, payable in cash, to be determined as of the date the GE Partners shall advise PTLC, PAG and the Mitsui Partners of the GE Partners’ or its nominee(s)’s decision to acquire one-hundred percent (100%) of the Partnership Interests and one-hundred percent (100%) of the Member Interests held by the PTLC Consolidated Group and the PAG Consolidated Group pursuant to this Subsection 10.3(a9.4(a) by means of the appraisal procedure set forth in Subsection 9.4(e) herein plus any additional amount payable pursuant to the provisions of Subsection 9.3(i). PTLC shall give prompt written notice to the other GE Partners of the occurrence of a Penske Change any of Controlthe events specified in clauses (i)(A), (i)(B) or (ii) of this Subsection 9.4(a). (b) In the event that GECC at any time and for any reason shall have ceased to own, directly or indirectly, and have voting control over eighty percent (80%) of the outstanding common stock or other voting securities of the GECC Consolidated Group member or members then holding Partnership Interests, then from and after the occurrence of such events, PTLC or any nominee(s) thereof shall have the right, but not the obligation (which right shall expire one hundred eighty (180) days from the date on which PTLC shall have received the notice referred to in the last sentence of this Subsection 9.4(b)), to purchase from such holders one-hundred percent (100%) of their respective Partnership Interests and one-hundred percent (100%) of their respective Member Interests at a purchase price, payable in cash, to be determined as of the date PTLC shall advise such holders of its or its nominee(s)’s decision to acquire one-hundred percent (100%) of their respective Partnership Interests and one-hundred percent (100%) of their respective Member Interests pursuant to this Subsection 9.4(b) by means of the appraisal procedure set forth in Subsection 9.4(e). The GE Partners shall give prompt written notice to PTLC of the occurrence of any of the events specified in this Subsection 9.4(b). (c) In the event that Mitsui at any time and for any reason shall have ceased to own, directly or indirectly, and have voting control over eighty percent (80%) of the outstanding common stock or other voting securities of the Mitsui Consolidated Group member or members then holding Partnership Interests, then from and after the occurrence of such events, PTLC (or the members of the PTLC Consolidated Group then holding Partnership Interests (the “PTLC Beneficiary”), the GE Partners or any nominee(s) thereof shall have the right, but not the obligation (which right shall expire one hundred eighty (180) days from the date on which the PTLC Beneficiary and the GE Partners shall have received the notice referred to in the last sentence of this Subsection 9.4(c)), to purchase from such holders their pro rata portion (based upon the relative ownership of the Partnership Interests by the PTLC Beneficiary (which pro rata portion, solely for purposes of this Subsection 9.4(c) and Subsection 9.4(e), shall include the Partnership Interests owned by PAG) and the GE Partners) of the respective Partnership Interests of such Persons, or one-hundred percent (100%) of the respective Partnership Interests of such Persons if either the PTLC Beneficiary or the GE Partners, as applicable, does not elect to purchase its pro rata portion of such Partnership Interests, at a purchase price, payable in cash, to be determined as of the earlier date that either of the PTLC Beneficiary or the GE Partners shall advise such holders of its or its nominee(s)’s decision to acquire its pro rata portion of the respective Partnership Interests of such Persons, or one-hundred percent (100%) of the respective Partnership Interests of such Persons, if either the PTLC Beneficiary or the GE Partners, as applicable, do not elect to purchase their pro rata portion of such Partnership Interests, pursuant to this Subsection 9.4(c), by means of the appraisal procedure set forth in Subsection 9.4(e). The Mitsui Partners shall give prompt written notice to the PTLC Beneficiary and the GE Partners of the occurrence of any of the events specified in this Subsection 9.4(c). (d) In the event that any Penske Partner proposes to Transfer any portion of such Penske Partner’s Partnership Interest and, after giving effect to such Transfer (and any related series of Transfers by any Penske Partners) the Penske Partners and MBK USA CV the Mitsui Partners cease to own, collectively (directly or indirectly), more than a sixty fifty percent (6050%) Percentage Interest (the “Triggering Transfer”), then in connection with such Triggering Transfer, MBK USA CV the Mitsui Partners and the GE Partners will have the right to require the Transferring Penske Partner to cause the proposed transferee to purchase from MBK USA CV the Mitsui Partners or the GE Partners (as applicable) a portion of MBK USA CV’s the Partnership Interest Interests of the Mitsui Partners or the GE Partners (as applicable) equal to (i) the Percentage Interest that MBK USA CV the Mitsui Partners or the GE Partners (as applicable), directly or indirectly owns indirectly, own prior to giving effect to such Transfer transfer multiplied by (ii) the Partnership Interests being purchased in total, at the same purchase price and on the same terms and conditions as those applicable to the Transferring Penske Partner. Notwithstanding . (e) If (A) the foregoing, GE Partners or any Transfer nominee(s) thereof shall have elected in writing within the period specified in Subsection 9.4(a) to purchase one-hundred percent (100%) of the Partnership Interests in an IPO and one-hundred percent (100%) of the Member Interests held by the PTLC Consolidated Group and the PAG Consolidated Group or (B) PTLC or any public offering after nominee(s) thereof shall have elected in writing within the period specified in Subsection 9.4(b) to purchase one-hundred percent (100%) of the Partnership Interests and one-hundred percent (100%) of the Member Interests held by the GECC Consolidated Group or (C) the PTLC Beneficiary, the GE Partners or any nominee(s) thereof shall have elected in writing within the period specified in Subsection 9.4(c) to purchase their pro rata portion of the Partnership Interests held by the Mitsui Consolidated Group, or one-hundred percent (100%) of the respective Partnership Interests of such Persons if either the PTLC Beneficiary or the GE Partners, as applicable, does not elect to purchase its pro rata portion of such Partnership Interests (based upon the relative ownership of the Partnership Interests by the PTLC Beneficiary and the GE Partners) (the Partnership Interests and Member Interests to be purchased hereinafter referred to as the “Purchased Interest”), then (x) in the case of any exercise by the GE Partners of their option to acquire one hundred percent (100%) of the Partnership Interests and one hundred percent of the Member Interests held by the PTLC Consolidated Group and the PAG Consolidated Group, the Mitsui Partners shall be entitled to require the GE Partners to purchase one-hundred percent (100%) of the Partnership Interests held by the Mitsui Partners (at the same purchase price and on the same terms and conditions as the Partnership Interests held by the PTLC Consolidated Group and the PAG Consolidated Group) by delivering written notice thereof within 30 days of the final determination of the fair market value of the Purchased Interests in accordance with the procedures set forth in Subsection 9.4(e)(y) below, and (y) each of the PTLC Consolidated Group, the GE Consolidated Group (except with respect to any exercise by the PTLC Beneficiary, the GE Partners or any nominee of an IPO election pursuant to Subsection 9.4(c)) and, solely in the case of an election pursuant to Subsection 9.4(c), each of the PTLC Consolidated Group and/or the GECC Consolidated Group, as applicable, and the Mitsui Consolidated Group shall engage, at its own expense, an investment banking firm or valuation firm (which term includes accounting firms) of recognized national standing and experience in matters of this type, to appraise the Purchased Interest. Such firms shall determine the fair market value of the Purchased Interest as of the date of the GE Partners’ or PTLC’s, as applicable, notice referred to above. In reaching their determinations, such firms shall not constitute a Triggering Transfertake into account any “control premium” or “non-controlling discount” attributable to the Purchased Interest or the illiquid nature of an investment in the Purchased Interest. If the difference between the amount of the higher of such determinations and the amount of the lower of such determinations is not more than an amount equal to ten percent (10%) of the amount of the higher of such determinations, then the determinations of all such firms shall be averaged. If the difference between the respective amounts of such determinations is greater than an amount equal to ten percent (10%) of the amount of the higher of such determinations, then, in lieu of averaging such determinations, such firms shall jointly select an independent investment banking or valuation firm (which term includes accounting firms) of recognized national standing and experience in matters of this type, in each case, to determine the fair market value of the Purchased Interest, which determination shall not take into account any “control premium”, “non-controlling discount” or the illiquid nature of an investment therein as aforesaid. The costs and expenses of any such independent investment banking or valuation firm shall be borne equally by the GE Partners and the PTLC Beneficiary (except with respect to any exercise by the PTLC Beneficiary, the GE Partners or any nominee of an election pursuant to Subsection 9.4(c)) and, solely in the case of an election pursuant to Subsection 9.4(c), the PTLC Beneficiary and/or the GE Partners, as applicable, and the Mitsui Partners. Each applicable Partner agrees to use its reasonable best efforts to cause the appraising firms to complete their appraisals pursuant to this Subsection 9.4(e) as promptly as practicable. Upon the determination of the fair market value of the Purchased Interest by such independent firm, the two highest determinations of the fair market value of the Purchased Interest shall be averaged, which amount shall be the purchase price referred to in Subsection 9.4(a), 9.4(b) or 9.4(c). For the avoidance of doubt, if the Mitsui Partners elect to require the GE Partners to purchase one-hundred percent (100%) of the Partnership Interests held by the Mitsui Partners, such purchase and sale shall be at the same purchase price and on the same terms and conditions as the corresponding purchase and sale of the Partnership Interests of the Partnership Interests of the PTLC Consolidated Group and the PAG Consolidated Group.