Common use of Conversion to IPO Corporation Clause in Contracts

Conversion to IPO Corporation. (a) In connection with any proposed Qualified Public Offering approved in accordance with this Agreement, the General Partner, at its election, may amend this Agreement to provide for a share capital, convert in accordance with Cayman Islands Law to a company limited by shares or other capital structure as the General Partner may determine, form a subsidiary holding company and distribute its shares to the Partners, move the Partnership or any successor to another jurisdiction to facilitate any of the foregoing, or take such other steps as it deems necessary to create a suitable vehicle for an offering, in each such case in accordance with the Partnership Act and applicable Law (the resulting entity, the “IPO Corporation”), and in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in a registered public offering pursuant to the Securities Act that is a Qualified Public Offering (an “IPO Conversion”). In connection therewith each Class A-1 Limited Partner agrees to cooperate with the other Class A-1 Limited Partners in good faith in order to effectuate the IPO Conversion and ensure that each Class A-1 Limited Partner receives shares (or other equity securities) and other rights in connection with such IPO Conversion substantially equivalent to its economic interest, governance, priority and other rights and privileges as such Class A-1 Limited Partner had prior to such IPO Conversion and are consistent with the rights and preferences attendant to such Class A-1 Interests as set forth in this Agreement as in effect immediately prior to such IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents of the IPO Corporation. In the event the General Partner determines that the Partnership should engage in an IPO Conversion, the Class A-1 Limited Partners will use commercially reasonable efforts to cooperate with each other so the IPO Conversion is undertaken in a tax-efficient manner for all Class A-1 Limited Partners. (b) In connection with any proposed IPO Conversion, at the option of the General Partner all or any portion of the Management Interests may (i) be converted into or redeemed for shares (or other equity securities and/or options at fair market value) and other rights with substantially equivalent economic, governance, priority and other rights and privileges as in effect immediately prior to such IPO Conversion (disregarding the tax treatment of such conversion or redemption) or (ii) remain outstanding; provided that the General Partner shall only take the action described in clause (i) if the General Partner determines in good faith that the failure to take such action would be materially adverse to the best interests of all Partners of the Partnership taken as a whole (it being understood that for purposes of such determination the availability of tax deductions arising from redeeming or converting Management Interests, in whole or in part, for options shall not be taken into consideration by the General Partner). If the General Partner shall elect to take the action referred to in clause (i), the Partnership shall use commercially reasonable efforts to cooperate with Management Limited Partners so the IPO Conversion, to the extent possible, is undertaken in a tax-efficient manner for all Management Limited Partners. If any such conversion or redemption is effected in compliance with this Section 4.5, each Management Limited Partner agrees to consent to and raise no objection to such conversion or redemption and shall execute and deliver all agreements, instruments and documents as may be reasonably required in order to consummate such conversion or redemption. (c) Notwithstanding Section 4.5(b), following an IPO Conversion, contemporaneously with the later of (i) the occurrence of the Lapse Date with respect to a Management Limited Partner and (ii) the date on which all of a Management Limited Partner’s Management Interests become Vested Interests, such Management Limited Partner shall have the right, on 15 Business Days prior written notice to the Partnership, to have all of its Management Interests redeemed by the Partnership for corresponding shares or other securities of the IPO Corporation; provided that upon exercise of such right the applicable Management Limited Partner shall become a party to a stockholders agreement with IPO Corporation providing for substantially similar obligations as those provided in this Agreement. (d) The General Partner shall give each Class A-1 Limited Partner at least 30 days’ prior written notice of any IPO Conversion as to which the Partnership intends to exercise its rights under Section 4.5. If the General Partner elects to exercise its rights under Section 4.5, the Partners shall take such actions as may be reasonably required and otherwise cooperate in good faith with the General Partner, including taking all actions required by the General Partner, in connection with consummating the IPO Conversion (including, without limitation, the voting of any Interests (including any voting as Partners as may be necessary to effect a transfer by continuation or to authorize a share capital, whether by liquidation of the Partnership and creation of a new entity, amendment to this Agreement or otherwise), to approve such IPO Conversion and to take any other actions required in order to effectuate an IPO Conversion).

Conversion to IPO Corporation. (a) In connection with any proposed Qualified Public Offering approved in accordance with this Agreementby the Vestar Member, the General Partner, at its election, Company may (i) amend this Agreement to provide for a share capital, convert conversion in accordance with Cayman Islands Law Delaware law to a company limited by shares corporation or such other capital structure as the General Partner Vestar Member may determine, (ii) distribute shares of any Subsidiary of the Company to the Members, (iii) form a subsidiary holding company and distribute its shares to the PartnersMembers, (iv) move the Partnership Company or any successor to another jurisdiction to facilitate any of the foregoing, or (v) take such other steps as it deems necessary to create a suitable vehicle for an offering, in each such case in accordance with the Partnership Act and applicable Law law (the resulting entity, the “IPO Corporation”), and in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in a registered public offering pursuant to the Securities Act that is a Qualified Public Offering (an “IPO Conversion”). In connection therewith each Class A-1 Limited Partner agrees to cooperate with the other Class A-1 Limited Partners in good faith in order to effectuate the IPO Conversion and ensure that each Class A-1 Limited Partner receives shares (or other equity securities) and other rights in connection with such IPO Conversion substantially equivalent to its economic interest, governance, priority and other rights and privileges as such Class A-1 Limited Partner had prior to such IPO Conversion and are consistent with the rights and preferences attendant to such Class A-1 Interests as set forth in this Agreement as in effect immediately prior to such IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents of the IPO Corporation. In the event the General Partner determines that the Partnership should engage in an IPO Conversion, the Class A-1 Limited Partners will use commercially reasonable efforts to cooperate with each other so the IPO Conversion is undertaken in a tax-efficient manner for all Class A-1 Limited Partners. (b) In connection with any proposed IPO Conversion, at the option of the General Partner Vestar Member, all or any portion of the Management Membership Interests may (i) be converted into or redeemed for shares (or other equity securities and/or options at fair market value) and other rights with substantially equivalent economic, governance, priority and other rights and privileges as in effect immediately prior to such IPO Conversion (disregarding the tax treatment of such conversion or redemption) ); provided, that any Securities or (ii) remain outstanding; provided that other consideration resulting from such transaction shall be allocated among the General Partner Members in such a manner as shall only take result in each Member receiving the action described in clause (i) same proportion of such aggregate consideration as such Member would have received if such aggregate consideration had been distributed by the General Partner determines in good faith that the failure to take such action would be materially adverse Company to the best interests Members in complete liquidation pursuant to Section 5.2, and (subject to the foregoing) each holder of all Partners a particular class or series of Units shall be entitled to the Partnership taken same type of consideration for such Units as a whole (it being understood that for purposes each other holder of such determination the availability class or series of tax deductions arising from redeeming or converting Management InterestsUnits, in whole or in part, for options shall not be taken into consideration by the General Partner). If the General Partner shall elect to take the action referred to in clause (i), the Partnership shall use commercially reasonable efforts to cooperate with Management Limited Partners so the IPO Conversion, to the extent possible, is undertaken in determined on a tax-efficient manner for all Management Limited Partnersper Unit basis. If any such conversion or redemption is effected in compliance with this Section 4.5effected, each Management Limited Partner Member agrees to consent to and raise no objection to such conversion or redemption and shall execute and deliver all agreements, instruments and documents as may be reasonably required in order to consummate such conversion or redemption. (c) Notwithstanding Section 4.5(b), following an IPO Conversion, contemporaneously with the later of (i) the occurrence of the Lapse Date with respect to a Management Limited Partner and (ii) the date on which all of a Management Limited Partner’s Management Interests become Vested Interests, such Management Limited Partner shall have the right, on 15 Business Days prior written notice to the Partnership, to have all of its Management Interests redeemed by the Partnership for corresponding shares or other securities of the IPO Corporation; provided that upon exercise of such right the applicable Management Limited Partner shall become a party to a stockholders agreement with IPO Corporation providing for substantially similar obligations as those provided in this Agreement. (d) The General Partner shall give each Class A-1 Limited Partner at least 30 days’ prior written notice of any IPO Conversion as to which the Partnership intends to exercise its rights under Section 4.5. If the General Partner Vestar Member elects to exercise its rights under Section 4.52.10(a), the Partners each Member shall take such actions as may be reasonably required and otherwise cooperate in good faith with the General PartnerVestar Member, including taking all actions required by the General PartnerVestar Member, in connection with consummating the IPO Conversion (including, without limitation, including the voting of any Interests Units (including any voting as Partners as may be necessary to effect a transfer by continuation or to authorize a an increase in share capital, whether by liquidation of the Partnership Company and creation of a new entity, amendment to this Agreement or otherwise), to approve such IPO Conversion and to take any other actions required in order to effectuate an IPO Conversion).

Conversion to IPO Corporation. (a) In connection with any proposed Qualified Public Offering approved in accordance with this Agreementby the Board, the General Partner, at its election, Board may without the consent or approval of the Members (i) amend this Agreement to provide for a share capital, convert conversion of the Company in accordance with Cayman Islands Law Delaware law to a company limited by shares corporation or such other capital structure as the General Partner Board may determine, form (ii) distribute shares or other equity interests of any subsidiary of the Company (a subsidiary holding company and distribute its shares “Public Subsidiary”) to the PartnersMembers, (iii) move the Partnership Company, any successor or any successor subsidiary of the Company to another jurisdiction to facilitate any of the foregoing, or (iv) take such other steps as it deems necessary to create a suitable vehicle for an offering, including a merger or consolidation of the Company with any of its subsidiaries, in each such case in accordance with the Partnership Delaware Act and applicable Applicable Law (the resulting entity, the “IPO Corporation”), and in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in a registered public offering pursuant to the Securities Act that is a Qualified Public Offering (an “IPO Conversion”). In connection therewith each Class A-1 Limited Partner agrees to cooperate with the other Class A-1 Limited Partners in good faith in order to effectuate the IPO Conversion and ensure that each Class A-1 Limited Partner receives shares (or other equity securities) and other rights in connection with such IPO Conversion substantially equivalent to its economic interest, governance, priority and other rights and privileges as such Class A-1 Limited Partner had prior to such IPO Conversion and are consistent with the rights and preferences attendant to such Class A-1 Interests as set forth in this Agreement as in effect immediately prior to such IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents of the IPO Corporation. In the event the General Partner determines that the Partnership should engage in an IPO Conversion, the Class A-1 Limited Partners will use commercially reasonable efforts to cooperate with each other so the IPO Conversion is undertaken in a tax-efficient manner for all Class A-1 Limited Partners. (b) In connection with any proposed IPO Conversion, at the option of the General Partner Board all or any portion of the Management Interests Units or any other equity securities of the Company may (i) be converted into or redeemed for shares (or other equity securities and/or options at fair market value) and other rights with substantially equivalent economic, governance, priority and other rights and privileges as in effect immediately prior to such IPO Conversion (disregarding the tax treatment of such conversion or redemption) or (ii) remain outstanding; provided that the General Partner shall only take the action described in clause (i) if the General Partner determines in good faith that the failure to take such action would be materially adverse to the best interests of all Partners of the Partnership taken as a whole (it being understood that for purposes of such determination the availability of tax deductions arising from redeeming or converting Management Interests, in whole or in part, for options shall not be taken into consideration by the General Partner). If the General Partner shall elect to take the action referred to in clause (i), the Partnership shall use commercially reasonable efforts to cooperate with Management Limited Partners so the IPO Conversion, to the extent possible, is undertaken in a tax-efficient manner for all Management Limited Partners. If any such conversion or redemption is effected in compliance with this Section 4.5effected, each Management Limited Partner Member agrees to consent to and raise no objection to such conversion or redemption and shall execute and deliver all agreements, instruments and documents as may be reasonably required in order to consummate such conversion or redemption. (c) Notwithstanding In the event that the Company shall make any distribution of Public Subsidiary Securities in accordance with this Section 4.5(b)8.01, following an IPO Conversion, contemporaneously with the later of Board shall cause the Public Subsidiary to (i) the occurrence of the Lapse Date comply in all respects with Article IX with respect to such Public Offering as if it were a Management Limited Partner Public Offering of Units and (ii) enter into a registration rights agreement in customary form and with terms consistent with Article IX with each of the date on Members pursuant to which all of a Management Limited Partner’s Management Interests become Vested Interests, such Management Limited Partner the Members shall have the rightrights specified under Article IX with respect to such Public Subsidiary Securities as if such securities were Units or other equity securities hereunder, on 15 Business Days prior written notice including with respect to the Partnership, to have all of its Management Interests redeemed by the Partnership for corresponding shares or other securities of the IPO Corporation; provided that upon exercise of such right the applicable Management Limited Partner shall become a party to a stockholders agreement with IPO Corporation providing for substantially similar obligations as those provided in this AgreementPublic Offering. (d) The General Partner shall give In connection with any proposed IPO Conversion, each Class A-1 Limited Partner at least 30 days’ prior written notice of any IPO Conversion as to which the Partnership intends to exercise its rights under Section 4.5. If the General Partner elects to exercise its rights under Section 4.5, the Partners Member shall take such actions as may be reasonably required requested and otherwise cooperate in good faith with the General PartnerAS Investor, including taking all actions required reasonably requested by the General PartnerBoard, in connection with consummating the IPO Conversion (including, without limitation, including the voting of any Interests Units or other voting equity securities of the Company (including any voting as Partners as may be necessary to effect a transfer by continuation or to authorize a an increase in share capital, whether by liquidation of the Partnership Company and creation of a new entity, any amendment to of this Agreement or otherwise), to approve such IPO Conversion and to take any other actions required reasonably requested in order to effectuate an IPO Conversion). (e) Upon its admission to the Company as a Member and upon the execution and delivery of this Agreement, each Member hereby makes, constitutes and appoints the AS Investor, with full power of substitution and resubstitution, as its true and lawful attorney, for it and in its name, place and stead and for its use and benefit, to act as its proxy in respect of (i) any vote or approval of Members required in connection with an IPO Conversion under the Delaware Act, or otherwise, to give effect to this Article VIII and (ii) the execution and delivery of any other document, or the granting of any other approval, reasonably required in connection with a Public Offering and (iii) the execution and delivery, on behalf of such Member, of the signature page to the Shareholders’ Agreement. The proxy granted pursuant to this Section 8.01 is a special proxy coupled with an interest and is irrevocable. For the avoidance of doubt, except as expressly contemplated by this Section 8.01, none of the Members has granted a proxy to any Person to exercise the rights of any such Member under this Agreement.

Conversion to IPO Corporation. (a) Subject to the terms of the LLC Agreement and Section 3.7(c), EFH may develop and implement an IPO Conversion (as defined below) and each Member shall cooperate in respect thereof. In connection with therewith, but subject to the provisions of Section 3.7(c), the Board may, at the request of EFH, take any proposed Qualified Public Offering approved in accordance with this and all actions to create and implement an IPO Conversion, including (i) amendment of the LLC Agreement, including amendments that alter the General Partnercapital structure of the Company, at its electionwhether through the issuance, may amend this Agreement conversion or exchange of equity securities or otherwise, (ii) the merger, conversion or consolidation of the Company, (iii) the formation of Subsidiaries and the distribution to provide for a share capital, convert in accordance with Cayman Islands Law to a company limited by shares Members of equity or other capital structure as interests in such Subsidiaries, including in exchange for such Members’ LLC Units, (iv) transferring, domesticating or otherwise moving the General Partner may determine, form a subsidiary holding company and distribute its shares to the Partners, move the Partnership or any successor Company to another jurisdiction to facilitate any jurisdiction, (v) preparing an existing Affiliate of the foregoing, Company (the material assets of which consist only of its direct or take indirect interest in the Company) to be a publicly traded entity and (vi) taking such other steps as it deems necessary necessary, advisable or convenient to create a suitable vehicle for an offering, in each such case in accordance with the Partnership Act and applicable Law offering (the resulting entity, the “IPO Corporation”), and in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in a registered public offering pursuant to the Securities Act that is a Qualified Public Offering an IPO (any such action, an “IPO Conversion”). In connection therewith therewith, but subject to the provisions of Section 3.7(c), the Company and each Class A-1 Limited Partner agrees Member agree to cooperate with the other Class A-1 Limited Partners Members in good faith in order to effectuate the IPO Conversion (including giving any consents required to effect the IPO Conversion pursuant to the LLC Agreement) and ensure that each Class A-1 Limited Partner Member receives shares of common stock (or other equity securities) or the right to receive shares of common stock (or other equity securities), and other rights in connection with such IPO Conversion substantially equivalent to to, and in exchange for, its economic interest, governance, priority and other rights and privileges as such Class A-1 Limited Partner Member had with respect to its LLC Units prior to such IPO Conversion and are consistent with the rights and preferences attendant to such Class A-1 Interests LLC Units as set forth in this the LLC Agreement as in effect immediately prior to such IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents of the IPO Corporation, including entering into a stockholders or similar agreement containing restrictions on transfer of such shares and such other rights and obligations as are provided for herein with respect to the LLC Units and EFH shall cause any Related Entity that is a Subsidiary of EFH (other than the Initial Member) to enter into such shareholders or similar agreement. In the event the General Partner determines that the Partnership should engage Furthermore, in an IPO Conversionconnection with, and prior to any IPO, the Class A-1 Limited Partners will use commercially reasonable efforts to cooperate with each other so Company shall cause the IPO Conversion is undertaken Corporation to become a party to and bound by the Registration Rights Agreement in a tax-efficient manner for all Class A-1 Limited Partnersrespect of the IPO Units. (b) In connection with any proposed IPO Conversion, at the option of the General Partner all or any portion of the Management Interests may (i) be converted into or redeemed for shares (or other equity securities and/or options at fair market value) and other rights with substantially equivalent economic, governance, priority and other rights and privileges as in effect immediately prior to such IPO Conversion (disregarding the tax treatment of such conversion or redemption) or (ii) remain outstanding; provided that the General Partner shall only take the action described in clause (i) if the General Partner determines in good faith that the failure to take such action would be materially adverse to the best interests of all Partners of the Partnership taken as a whole (it being understood that for purposes of such determination the availability of tax deductions arising from redeeming or converting Management Interests, in whole or in part, for options shall not be taken into consideration by the General Partner). If the General Partner shall elect to take the action referred to in clause (i), the Partnership shall use commercially reasonable efforts to cooperate with Management Limited Partners so the IPO Conversion, to the extent possible, is undertaken in a tax-efficient manner for all Management Limited Partners. If any such conversion or redemption is effected in compliance with this Section 4.5, each Management Limited Partner agrees to consent to and raise no objection to such conversion or redemption and shall execute and deliver all agreements, instruments and documents as may be reasonably required in order to consummate such conversion or redemption. (c) Notwithstanding Section 4.5(b), following an IPO Conversion, contemporaneously with the later of (i) the occurrence of the Lapse Date with respect to a Management Limited Partner and (ii) the date on which all of a Management Limited Partner’s Management Interests become Vested Interests, such Management Limited Partner shall have the right, on 15 Business Days prior written notice to the Partnership, to have all of its Management Interests redeemed by the Partnership for corresponding shares or other securities of the IPO Corporation; provided that upon exercise of such right the applicable Management Limited Partner shall become a party to a stockholders agreement with IPO Corporation providing for substantially similar obligations as those provided in this Agreement. (d) The General Partner Company shall give each Class A-1 Limited Partner Member at least 30 sixty (60) days’ prior written notice of any IPO Conversion as to which the Partnership intends to exercise its rights under Section 4.5Conversion. If the General Partner EFH elects to exercise its rights under Section 4.5undertake an IPO Conversion, the Partners shall Members shall, subject to the provisions of Section 3.7(c), take such actions as may be reasonably required and otherwise cooperate in good faith with the General PartnerCompany, including taking all actions reasonably required by the General Partner, Company in connection with consummating the IPO Conversion (including, without limitation, including the voting of any Interests LLC Units in connection with any matters relating to the IPO Conversion (including recognizing that this Agreement authorizes the Company to create and implement the IPO Conversion without the need for any voting as Partners as may be necessary such consent, provided that Section 3.7(c) is complied with) and using its reasonable efforts to effect a transfer cause any individuals designated or nominated by continuation or such Member to authorize a share capital, whether by liquidation the Board to vote in favor of the Partnership and creation of a new entity, amendment to this Agreement or otherwise), to approve such IPO Conversion and in a vote amongst the Board called to take any other actions required vote on or approve the IPO Conversion and/or to consent in order writing to effectuate an the IPO Conversion). (c) The parties hereto agree that the steps taken to develop and implement the IPO Conversion shall not require the Minority Member or its Permitted Transferees to convert their LLC Units to, or cause them, solely as a result of holding such LLC Units, to hold indirectly, equity interests in an entity that is treated as a corporation for U.S. federal income tax purposes (other than any immaterial Subsidiaries) as a condition to completion of the IPO Conversion or IPO, and if the IPO Corporation is an entity treated as a corporation for U.S. federal income tax purposes, shall provide such Members the right to so convert LLC Units to IPO Units from time to time following the completion of such IPO, or provide for another IPO Conversion structure that is no less advantageous from a federal income tax perspective to the Minority Member. (d) The Minority Member or its Permitted Transferee shall have the option in connection with or at any time following an IPO Conversion in accordance with this Agreement, exercisable in each case by providing at least ten Business Days’ prior written notice to the Company and the IPO Corporation (the “Option Notice”), either: (i) to transfer all or a portion of its LLC Units to the IPO Corporation in exchange for payment to the Minority Member or its Permitted Transferee of such number of equity securities of the IPO Corporation that represent the same economic interest as the Member or its Permitted Transferee had with respect to the LLC Units or IPO Units so transferred immediately prior to such transfer; or (ii) to permit the shareholders (the “Indirect Shareholders”) of the member(s) of the Minority Member or its Permitted Transferee (collectively, the “Minority Member Parent”) to transfer all (but not less than all) of the outstanding equity interests in the Minority Member Parent, and indebtedness of the Minority Member Parent, if any, held by, or owed to, the Indirect Shareholders, as of the date of such transfer (the “Transferred Debt”), to the IPO Corporation (the “Equity and Debt Transfer”), pursuant to documentation reasonably acceptable to the Minority Member or its Permitted Transferee, the Indirect Shareholders and the IPO Corporation, in exchange for payment to the Indirect Shareholders of (x) $1,000 in cash, and (y) such number of equity securities of the IPO Corporation that have the same economic interest as the Minority Member and its Permitted Transferee had with respect to its LLC Units in the Company immediately prior to the Equity and Debt Transfer; provided, that the Indirect Shareholders shall have the option to receive additional equity securities of the IPO Corporation worth $1,000 in lieu of the cash payment described in clause (x) above, upon so indicating in the Option Notice; and provided further, that any Equity and Debt Transfer shall be subject to the following conditions and requirements at the time of such Equity and Debt Transfer (except as expressly provided below): (A) neither the Minority Member Parent nor the Minority Member (or any Permitted Transferee, to the extent applicable) shall have any assets other than (w) the equity interests in the Minority Member (or Permitted Transferee(s), if applicable) owned by the Minority Member Parent, (x) LLC Units owned of record by the Minority Member (and/or its Permitted Transferee(s), if applicable), (y) any distributions received in respect of such LLC Units pursuant to the LLC Agreement and not yet further distributed, and (z) any payments received pursuant to this Agreement and/or the Tax Sharing Agreement and not yet further distributed. All such LLC Units and equity interests in the Minority Member (or Permitted Transferee(s), if applicable) described above shall, at the time of the Equity and Debt Transfer, be free and clear of all Liens (as defined in the Contribution and Subscription Agreement), other than those imposed by this Agreement or the LLC Agreement; (B) neither the Minority Member Parent nor the Minority Member (or any Permitted Transferee, to the extent applicable) shall have any obligations, commitments or liabilities (in each case whether or not accrued, contingent, known or otherwise) other than (w) tax liabilities solely resulting from the ownership by the Minority Member (and/or its Permitted Transferee(s), if applicable) of LLC Units, including as a result of distributions received or the allocation of income to the Minority Member (and/or such Permitted Transferee(s)), and payments received by the Minority Member under this Agreement and the Tax Sharing Agreement, in each case, solely for the taxable period of Minority Member (and/or its Permitted Transferee(s), if applicable) in which the date of the Equity and Debt Transfer occurs, (x) customary liabilities directly related to the Minority Member Parent’s existence as a corporation or the Minority Member’s existence as a limited liability company, (y) liabilities owed by the Minority Member Parent to the Indirect Shareholders under the Transferred Debt, all of which are transferred to the IPO Corporation in connection with the Equity and Debt Transfer, and (z) any other obligations, commitments or liabilities that are immaterial in the aggregate; provided that the Transferred Debt is fully prepayable at the time of the Equity and Debt Transfer or thereafter without penalty, premium or make whole; (C) neither the Minority Member Parent nor the Minority Member (or any Permitted Transferee, to the extent applicable) is a party to or otherwise bound by (nor are any of their respective assets or properties bound by) any contractual or similar obligation whatsoever (including, for the avoidance of doubt, any obligation to set aside, issue or grant any equity interests to any Person), other than those directly imposed pursuant to this Agreement, the LLC Agreement, the Registration Rights Agreement, the Tax Sharing Agreement and the agreements governing the Transferred Debt, copies of which shall have been provided to the IPO Corporation prior to the Equity and Debt Transfer; (D) in connection with and as a condition to any such Equity and Debt Transfer, each Indirect Shareholder that, together with its Affiliates, owns more than 2% of the equity interests in Minority Member Parent, jointly and severally agrees to indemnify, defend and hold harmless the IPO Corporation, the Initial Member and their respective Affiliates and representatives from and against any obligations, commitments or liabilities (in each case whether or not accrued, contingent, known or otherwise) whatsoever (including any liabilities for Taxes) of the Minority Member Parent, the Minority Member and, if applicable, its Permitted Transferees, and in the case of (B) below, any such liabilities imposed on the IPO Corporation (A) in respect of periods or portions of periods ending on or prior to the Equity and Debt Transfer (whether arising before, on or after the date of the Equity and Debt Transfer, and including any successor or transferee liabilities, by contract or otherwise, and including the portion of any Straddle Period that ends on the date of the Equity and Debt Transfer), other than the liabilities of Minority Member Parent for the Transferred Debt (subject to clause (B) immediately following), and (B) incurred by virtue of the cancellation, termination, contribution to capital or other extinguishment of the Transferred Debt (including any Taxes imposed on any cancellation of indebtedness income realized by Minority Member Parent, as a result of such cancellation, termination, contribution to capital or other extinguishment), provided, that the maximum amount payable under this clause (B) shall not exceed the greater of (i) any liabilities for Taxes arising solely from the Equity and Debt Transfer and an immediately following contribution of the Transferred Debt to the capital of the Minority Member Parent or (ii) any liabilities for Taxes arising solely from the Equity and Debt Transfer and a liquidation of the Minority Member Parent pursuant to a plan of liquidation adopted on or after the Equity and Debt Transfer and completed within 10 days following the Equity and Debt Transfer, provided further that if the IPO Corporation takes the actions described in clause (i) or (ii) with respect to the Transferred Debt, such maximum amount shall not exceed the liabilities for Taxes described in the applicable clause; (E) to the extent requested by the IPO Corporation, the Indirect Shareholders shall provide the IPO Corporation, prior to the Equity and Debt Transfer, with resignation letters, effective as of the Equity and Debt Transfer, from each of the directors, officers, general partners, managing members, or other Persons serving in a similar capacity of each of the Minority Member Parent, Minority Member and, to the extent applicable, the Permitted Transferees of the Minority Member; (F) the Indirect Shareholders shall provide the IPO Corporation, prior to the Equity and Debt Transfer, with all corporate and organizational documents, documents relating to indebtedness, debt or equity securities, tax returns (including information returns and any documentation relating to the withholding of taxes on any distributions or interest payments made by Minority Member or Minority Member Parent, including any IRS certifications provided by the Indirect Shareholders) and all historical and current tax and accounting work papers (to the extent provided to the Minority Member Parent or their representatives) with respect to periods for which the applicable statute of limitations remains open as of the time of such Equity and Debt Transfer and, to the extent reasonably requested by the IPO Corporation, any other books and records or tax information, of each of the Minority Member Parent, Minority Member and, to the extent applicable, the Permitted Transferees of the Minority Member; (G) in the event that any of the Indirect Shareholders is not, in the IPO Corporation’s reasonable judgment, a well-capitalized creditworthy entity with readily available cash resources to satisfy indemnification obligations under clause (D) above, each such Indirect Shareholder shall provide an irrevocable guarantee of performance and payment under this Section 3.7(d)(ii) from an entity reasonably acceptable to the IPO Corporation, or other credit support of such obligations that is reasonably acceptable to the IPO Corporation; and (H) a duly authorized representative of each of the Indirect Shareholders shall provide an Officer’s Certificate to the IPO Corporation (in form and substance reasonably satisfactory to the IPO Corporation) prior to the Equity and Debt Transfer certifying as to satisfaction with the requirements set forth in clauses (A) through (G) above, including affirmation of the indemnification obligations under clause (D) above. For greater certainty, it shall be within the Minority Member’s or its Permitted Transferee’s sole discretion whether to exercise any option contained in this Section 3.7(d) and the Minority Member or its Permitted Transferee shall be permitted to remain a member of the Company or its successor or any Person to which all or substantially all of the assets of the Company are transferred until exercising such option.

Conversion to IPO Corporation. (a) Without the need for any action or consent of any Person, including any Holders, Holdings, acting alone, may develop and implement an IPO and IPO Conversion (as defined below). In connection with an IPO, Holdings, in its sole discretion and acting alone, and without the need for any proposed Qualified Public Offering approved in accordance with action or consent of any Person, including any Holder, may take any and all actions to create and implement an IPO, including (i) amendment of this Agreement, including amendments that alter the General Partnercapital structure of Holdings, at its electionwhether through the issuance, may amend this Agreement conversion or exchange of equity securities or otherwise, (ii) merger, conversion or consolidation of Holdings, (iii) the formation of Subsidiaries and the distribution to provide for a share capital, convert in accordance with Cayman Islands Law to a company limited by shares Holders of equity or other capital structure as the General Partner may determineinterests in such Subsidiaries, form a subsidiary holding company and distribute its shares to the Partners(iv) transferring, move the Partnership domesticating or any successor otherwise moving Holdings to another jurisdiction to facilitate any of the foregoingjurisdiction, or take and (v) taking such other steps as it deems necessary necessary, advisable or convenient to create a suitable vehicle for an offering, in each such case in accordance with the Partnership Act and applicable Law (the resulting entity, the “IPO Corporation”), and in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in a registered public offering pursuant to the Securities Act that is a Qualified Public Offering an IPO (any such action, an “IPO Conversion”), in each case so long as such action does not adversely affect (A) the economic interests, voting rights and priorities of Holders of Class B Common Shares prior to such IPO Conversion in their capacities as such relative to the economic interests, voting rights and priorities of the holders of Common Shares prior to such IPO Conversion in their capacities as such or (B) the economic interests, voting rights and priorities of any other Holder of Class B Common Shares prior to such IPO Conversion in its capacity as such relative to any Holder of Class B Common Shares or Preferred Shares prior to such IPO Conversion in its capacity as such. In connection therewith each Class A-1 Limited Partner agrees therewith, the Holders agree to cooperate with the other Class A-1 Limited Partners Holdings in good faith in order to effectuate the IPO Conversion and ensure that each Class A-1 Limited Partner Holder receives shares (or other equity securities) and other rights in connection with such IPO Conversion substantially equivalent to its economic interest, governance, priority and other rights and privileges as such Holder had with respect to its Class A-1 Limited Partner had B Common Shares prior to such IPO Conversion and are consistent with the rights and preferences attendant to such Class A-1 Interests B Common Shares as set forth in this Agreement as in effect immediately prior to such IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents of the IPO Corporation, including entering into an amendment to this Agreement. In the event Holdings or the General Partner Partnership determines that the Partnership Holdings should engage in an IPO Conversion, the Class A-1 Limited Partners Holders and Holdings will use commercially reasonable efforts to cooperate with each other so the IPO Conversion is undertaken in a tax-efficient manner for all Class A-1 Limited PartnersHolders. (b) In connection with any proposed IPO Conversion, at the option of the General Partner all or any portion of the Management Interests may (i) be converted into or redeemed for shares (or other equity securities and/or options at fair market value) and other rights with substantially equivalent economic, governance, priority and other rights and privileges as in effect immediately prior to such IPO Conversion (disregarding the tax treatment of such conversion or redemption) or (ii) remain outstanding; provided that the General Partner shall only take the action described in clause (i) if the General Partner determines in good faith that the failure to take such action would be materially adverse to the best interests of all Partners of the Partnership taken as a whole (it being understood that for purposes of such determination the availability of tax deductions arising from redeeming or converting Management Interests, in whole or in part, for options shall not be taken into consideration by the General Partner). If the General Partner shall elect to take the action referred to in clause (i), the Partnership shall use commercially reasonable efforts to cooperate with Management Limited Partners so the IPO Conversion, to the extent possible, is undertaken in a tax-efficient manner for all Management Limited Partners. If any such conversion or redemption is effected in compliance with this Section 4.5, each Management Limited Partner agrees to consent to and raise no objection to such conversion or redemption and shall execute and deliver all agreements, instruments and documents as may be reasonably required in order to consummate such conversion or redemption. (c) Notwithstanding Section 4.5(b), following an IPO Conversion, contemporaneously with the later of (i) the occurrence of the Lapse Date with respect to a Management Limited Partner and (ii) the date on which all of a Management Limited Partner’s Management Interests become Vested Interests, such Management Limited Partner shall have the right, on 15 Business Days prior written notice to the Partnership, to have all of its Management Interests redeemed by the Partnership for corresponding shares or other securities of the IPO Corporation; provided that upon exercise of such right the applicable Management Limited Partner shall become a party to a stockholders agreement with IPO Corporation providing for substantially similar obligations as those provided in this Agreement. (d) The General Partner Holdings shall give each Class A-1 Limited Partner Holder at least 30 thirty (30) days’ prior written notice of any IPO Conversion as Conversion, setting forth in reasonable detail the description of any of the actions to which be taken in connection with the Partnership intends to exercise its rights under Section 4.5IPO Conversion. If the General Partner Holdings elects to exercise its rights under Section 4.5undertake an IPO Conversion, the Partners Holders shall take such actions as may be reasonably required and otherwise cooperate in good faith with the General PartnerHoldings, including taking all actions required or desired by the General Partner, Holdings in connection with consummating the IPO Conversion (including, without limitation, including the voting of any Interests Class B Common Shares in connection with any matters relating to the IPO Conversion (including any voting as Partners as may be necessary to effect a transfer by continuation or to authorize a share capital, whether by liquidation of the Partnership and creation of a new entity, amendment to recognizing that this Agreement or otherwise), authorizes Holdings to approve such create and implement the IPO Conversion and to take without the need for any other actions required in order to effectuate such consent)). (c) Holdings shall not implement an IPO Conversion unless Holdings believes that it is reasonably likely that an IPO will occur. Immediately following an IPO involving an IPO Conversion), the Holders will become equity holders of the IPO Corporation.

Conversion to IPO Corporation. (a) In connection with any proposed Qualified Public Offering (i) approved in accordance with this Agreementby the Board of Managers pursuant to Section 5.3 and a Supermajority-In-Interest of the Members, the General PartnerBoard of Managers may, at its electionor (ii) initiated by a Drag Along Seller pursuant to Section 8.3, may the Board of Managers shall, in each case without the further consent of any Member, to the extent necessary to facilitate such Public Offering: (1) form a corporation (the assets of which would consist of interests in the Company) or amend this Agreement to provide for a share capital, convert conversion in accordance with Cayman Mxxxxxxx Islands Law law to a company limited by shares corporation or such other capital structure as the General Partner Board of Managers may determine, ; (2) distribute equity interests in the resulting company to the Members; (3) form a subsidiary Subsidiary holding company and distribute its shares to the PartnersMembers; (4) subject to Section 5.4, move the Partnership Company or any successor to another jurisdiction to facilitate any of the foregoing, ; or (5) take such other steps as it deems necessary to create a suitable vehicle for an offeringoffering or sale, in each such case in accordance with the Partnership Act and applicable Law (the resulting entity, the “IPO Corporation”)law, and in each case for the express purpose of an initial offering of the securities of such IPO Corporation corporation for sale to the public in a registered public offering pursuant to the Securities Act that is a Qualified Public Offering (an “"IPO Conversion”"). In connection therewith each Class A-1 Limited Partner agrees to cooperate At the election of the Board of Managers, such IPO Conversion may take the form of an umbrella partnership structure in which the Members would control the new public vehicle through special voting arrangements and retain substantially all of their economic interest directly in the Company, with the other Class A-1 Limited Partners in good faith in order right to effectuate the IPO Conversion and ensure that each Class A-1 Limited Partner receives exchange such interests for shares (or other equity securitiessecurities and/or options at fair market value) and other rights in connection with such IPO Conversion substantially equivalent to its economic interest, governance, priority and other rights and privileges as such Class A-1 Limited Partner had prior to such the new public vehicle. When electing the form of the IPO Conversion and are consistent with the rights resulting public vehicle, the Board of Managers shall consider the tax and preferences attendant regulatory circumstances of the Company and each of the Members. Notwithstanding anything to such Class A-1 Interests as set forth the contrary contained herein, the Board of Managers shall not approve the IPO Conversion pursuant to Section 5.3 unless it shall have determined in this Agreement as in effect immediately prior good faith that a Public Offering can reasonably be expected to such be consummated within sixty (60) days of the IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents of the IPO Corporation. In the event the General Partner determines that the Partnership should engage in an IPO Conversion, the Class A-1 Limited Partners will use commercially reasonable efforts to cooperate with each other so the IPO Conversion is undertaken in a tax-efficient manner for all Class A-1 Limited Partnersshall only occur on the day prior to the closing of the Public Offering. (b) In connection with any proposed IPO Conversion, at the option of the General Partner Board of Managers without the further consent of any Member, all or any portion of the Management Interests Units may (i) be converted into or redeemed for shares (or other equity securities and/or options at fair market value) and other rights with substantially equivalent economic, governance, priority and other rights and privileges as in effect immediately prior to such IPO Conversion (disregarding the tax treatment of such conversion or redemption) or (ii) remain outstanding; provided that the General Partner shall only take the action described in clause (i) if the General Partner determines in good faith that the failure to take such action would be materially adverse to the best interests of all Partners of the Partnership taken as a whole (it being understood that for purposes of such determination the availability of tax deductions arising from redeeming or converting Management Interests, in whole or in part, for options shall not be taken into consideration by the General Partner). If the General Partner shall elect to take the action referred to in clause (i), the Partnership shall use commercially reasonable efforts to cooperate with Management Limited Partners so the IPO Conversion, to the extent possible, is undertaken in a tax-efficient manner for all Management Limited Partners. If any such conversion or redemption is effected in compliance with this Section 4.5effected, each Management Limited Partner Member agrees to that its consent to is not required and that it shall raise no objection to such conversion or redemption and shall execute and deliver all agreements, instruments and documents as may be reasonably required in order to consummate such conversion or redemption. (c) Notwithstanding If the Board of Managers undertakes an IPO Conversion pursuant to Section 4.5(b2.7(a), following an IPO Conversion, contemporaneously with the later of (i) the occurrence of the Lapse Date with respect to a Management Limited Partner and (ii) the date on which all of a Management Limited Partner’s Management Interests become Vested Interests, such Management Limited Partner shall have the right, on 15 Business Days prior written notice to the Partnership, to have all of its Management Interests redeemed by the Partnership for corresponding shares or other securities of the IPO Corporation; provided that upon exercise of such right the applicable Management Limited Partner shall become a party to a stockholders agreement with IPO Corporation providing for substantially similar obligations as those provided in this Agreement. (d) The General Partner shall give each Class A-1 Limited Partner at least 30 days’ prior written notice of any IPO Conversion as to which the Partnership intends to exercise its rights under Section 4.5. If the General Partner elects to exercise its rights under Section 4.5, the Partners Members shall take such actions as may be reasonably required and otherwise cooperate in good faith with the General PartnerBoard of Managers, including taking all actions required by the General PartnerBoard of Managers, in connection with consummating the IPO Conversion (including, without limitation, including the voting of any Interests Units (including any voting as Partners Members as may be necessary to effect a transfer by continuation or to authorize a share capital, whether by liquidation of the Partnership Company and creation of a new entity, amendment to this Agreement or otherwise), to approve such IPO Conversion and to take any other actions required in order to effectuate an IPO Conversion).

Conversion to IPO Corporation. (a) Subject to the terms of the LLC Agreement and Section 3.7(c), EFH may develop and implement an IPO Conversion (as defined below) and each Member shall cooperate in respect thereof. In connection with therewith, but subject to the provisions of Section 3.7(c), the Board may, at the request of EFH, take any proposed Qualified Public Offering approved in accordance with this and all actions to create and implement an IPO Conversion, including (i) amendment of the LLC Agreement, including amendments that alter the General Partnercapital structure of the Company, at its electionwhether through the issuance, may amend this Agreement conversion or exchange of equity securities or otherwise, (ii) the merger, conversion or consolidation of the Company, (iii) the formation of Subsidiaries and the distribution to provide for a share capital, convert in accordance with Cayman Islands Law to a company limited by shares Members of equity or other capital structure as interests in such Subsidiaries, including in exchange for such Members’ LLC Units, (iv) transferring, domesticating or otherwise moving the General Partner may determine, form a subsidiary holding company and distribute its shares to the Partners, move the Partnership or any successor Company to another jurisdiction to facilitate any jurisdiction, (v) preparing an existing Affiliate of the foregoing, Company (the material assets of which consist only of its direct or take indirect interest in the Company) to be a publicly traded entity and (vi) taking such other steps as it deems necessary necessary, advisable or convenient to create a suitable vehicle for an offering, in each such case in accordance with the Partnership Act and applicable Law offering (the resulting entity, the “IPO Corporation”), and in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in a registered public offering pursuant to the Securities Act that is a Qualified Public Offering an IPO (any such action, an “IPO Conversion”). In connection therewith therewith, but subject to the provisions of Section 3.7(c), the Company and each Class A-1 Limited Partner agrees Member agree to cooperate with the other Class A-1 Limited Partners Members in good faith in order to effectuate the IPO Conversion (including giving any consents required to effect the IPO Conversion pursuant to the LLC Agreement) and ensure that each Class A-1 Limited Partner Member receives shares of common stock (or other equity securities) or the right to receive shares of common stock (or other equity securities), and other rights in connection with such IPO Conversion substantially equivalent to to, and in exchange for, its economic interest, governance, priority and other rights and privileges as such Class A-1 Limited Partner Member had with respect to its LLC Units prior to such IPO Conversion and are consistent with the rights and preferences attendant to such Class A-1 Interests LLC Units as set forth in this the LLC Agreement as in effect immediately prior to such IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents of the IPO Corporation, including entering into a stockholders or similar agreement containing restrictions on transfer of such shares and such other rights and obligations as are provided for herein with respect to the LLC Units and EFH shall cause any Related Entity that is a Subsidiary of EFH (other than the Initial Member) to enter into such shareholders or similar agreement. In the event the General Partner determines that the Partnership should engage Furthermore, in an IPO Conversionconnection with, and prior to any IPO, the Class A-1 Limited Partners will use commercially reasonable efforts to cooperate with each other so Company shall cause the IPO Conversion is undertaken Corporation to become a party to and bound by the Registration Rights Agreement in a tax-efficient manner for all Class A-1 Limited Partnersrespect of the IPO Units. (b) In connection with any proposed IPO Conversion, at the option of the General Partner all or any portion of the Management Interests may (i) be converted into or redeemed for shares (or other equity securities and/or options at fair market value) and other rights with substantially equivalent economic, governance, priority and other rights and privileges as in effect immediately prior to such IPO Conversion (disregarding the tax treatment of such conversion or redemption) or (ii) remain outstanding; provided that the General Partner shall only take the action described in clause (i) if the General Partner determines in good faith that the failure to take such action would be materially adverse to the best interests of all Partners of the Partnership taken as a whole (it being understood that for purposes of such determination the availability of tax deductions arising from redeeming or converting Management Interests, in whole or in part, for options shall not be taken into consideration by the General Partner). If the General Partner shall elect to take the action referred to in clause (i), the Partnership shall use commercially reasonable efforts to cooperate with Management Limited Partners so the IPO Conversion, to the extent possible, is undertaken in a tax-efficient manner for all Management Limited Partners. If any such conversion or redemption is effected in compliance with this Section 4.5, each Management Limited Partner agrees to consent to and raise no objection to such conversion or redemption and shall execute and deliver all agreements, instruments and documents as may be reasonably required in order to consummate such conversion or redemption. (c) Notwithstanding Section 4.5(b), following an IPO Conversion, contemporaneously with the later of (i) the occurrence of the Lapse Date with respect to a Management Limited Partner and (ii) the date on which all of a Management Limited Partner’s Management Interests become Vested Interests, such Management Limited Partner shall have the right, on 15 Business Days prior written notice to the Partnership, to have all of its Management Interests redeemed by the Partnership for corresponding shares or other securities of the IPO Corporation; provided that upon exercise of such right the applicable Management Limited Partner shall become a party to a stockholders agreement with IPO Corporation providing for substantially similar obligations as those provided in this Agreement. (d) The General Partner Company shall give each Class A-1 Limited Partner Member at least 30 sixty (60) days’ prior written notice of any IPO Conversion as to which the Partnership intends to exercise its rights under Section 4.5Conversion. If the General Partner EFH elects to exercise its rights under Section 4.5undertake an IPO Conversion, the Partners shall Members shall, subject to the provisions of Section 3.7(c), take such actions as may be reasonably required and otherwise cooperate in good faith with the General PartnerCompany, including taking all actions reasonably required by the General Partner, Company in connection with consummating the IPO Conversion (including, without limitation, including the voting of any Interests LLC Units in connection with any matters relating to the IPO Conversion (including recognizing that this Agreement authorizes the Company to create and implement the IPO Conversion without the need for any voting as Partners as may be necessary such consent, provided that Section 3.7(c) is complied with) and using its reasonable efforts to effect a transfer cause any individuals designated or nominated by continuation or such Member to authorize a share capital, whether by liquidation the Board to vote in favor of the Partnership and creation of a new entity, amendment to this Agreement or otherwise), to approve such IPO Conversion and in a vote amongst the Board called to take any other actions required vote on or approve the IPO Conversion and/or to consent in order writing to effectuate an the IPO Conversion). (c) The parties hereto agree that the steps taken to develop and implement the IPO Conversion shall not require the Minority Member or its Permitted Transferees to convert their LLC Units to, or cause them, solely as a result of holding such LLC Units, to hold indirectly, equity interests in an entity that is treated as a corporation for U.S. federal income tax purposes (other than any immaterial Subsidiaries) as a condition to completion of the IPO Conversion or IPO, and if the IPO Corporation is an entity treated as a corporation for U.S. federal income tax purposes, shall provide such Members the right to so convert LLC Units to IPO Units from time to time following the completion of such IPO, or provide for another IPO Conversion structure that is no less advantageous from a federal income tax perspective to the Minority Member. (d) The Minority Member or its Permitted Transferee shall have the option in connection with or at any time following an IPO Conversion in accordance with this Agreement, exercisable in each case by providing at least ten Business Days’ prior written notice to the Company and the IPO Corporation (the “Option Notice”), either: (i) to transfer all or a portion of its LLC Units to the IPO Corporation in exchange for payment to the Minority Member or its Permitted Transferee of such number of equity securities of the IPO Corporation that represent the same economic interest as the Member or its Permitted Transferee had with respect to the LLC Units or IPO Units so transferred immediately prior to such transfer; or (ii) to permit the shareholders (the “Indirect Shareholders”) of the member(s) of the Minority Member or its Permitted Transferee (collectively, the “Minority Member Parent”) to transfer all (but not less than all) of the outstanding equity interests in the Minority Member Parent, and indebtedness of the Minority Member Parent, if any, held by, or owed to, the Indirect Shareholders, as of the date of such transfer (the “Transferred Debt”), to the IPO Corporation (the “Equity and Debt Transfer”), pursuant to documentation reasonably acceptable to the Minority Member or its Permitted Transferee, the Indirect Shareholders and the IPO Corporation, in exchange for payment to the Indirect Shareholders of (x) $1,000 in cash, and (y) such number of equity securities of the IPO Corporation that have the same economic interest as the Minority Member and its Permitted Transferee had with respect to its LLC Units in the Company immediately prior to the Equity and Debt Transfer; provided, that the Indirect Shareholders shall have the option to receive additional equity securities of the IPO Corporation worth $1,000 in lieu of the cash payment described in clause (x) above, upon so indicating in the Option Notice; and provided further, that any Equity and Debt Transfer shall be subject to the following conditions and requirements at the time of such Equity and Debt Transfer (except as expressly provided below): (A) neither the Minority Member Parent nor the Minority Member (or any Permitted Transferee, to the extent applicable) shall have any assets other than (w) the equity interests in the Minority Member (or Permitted Transferee(s), if applicable) owned by the Minority Member Parent, (x) LLC Units owned of record by the Minority Member (and/or its Permitted Transferee(s), if applicable), (y) any distributions received in respect of such LLC Units pursuant to the LLC Agreement and not yet further distributed, and (z) any payments received pursuant to this Agreement and/or the Tax Sharing Agreement and not yet further distributed. All such LLC Units and equity interests in the Minority Member (or Permitted Transferee(s), if applicable) described above shall, at the time of the Equity and Debt Transfer, be free and clear of all Liens (as defined in the Contribution and Subscription Agreement), other than those imposed by this Agreement or the LLC Agreement; (B) neither the Minority Member Parent nor the Minority Member (or any Permitted Transferee, to the extent applicable) shall have any obligations, commitments or liabilities (in each case whether or not accrued, contingent, known or otherwise) other than (w) tax liabilities solely resulting from the ownership by the Minority Member (and/or its Permitted Transferee(s), if applicable) of LLC Units, including as a result of distributions received or the allocation of income to the Minority Member (and/or such Permitted Transferee(s)), and payments received by the Minority Member under this Agreement and the Tax Sharing Agreement, in each case, solely for the taxable period of Minority Member (and/or its Permitted Transferee(s), if applicable) in which the date of the Equity and Debt Transfer occurs, (x) customary liabilities directly related to the Minority Member Parent’s existence as a corporation or the Minority Member’s existence as a limited liability company, (y) liabilities owed by the Minority Member Parent to the Indirect Shareholders under the Transferred Debt, all of which are transferred to the IPO Corporation in connection with the Equity and Debt Transfer, and (z) any other obligations, commitments or liabilities that are immaterial in the aggregate; provided that the Transferred Debt is fully prepayable at the time of the Equity and Debt Transfer or thereafter without penalty, premium or make whole; (C) neither the Minority Member Parent nor the Minority Member (or any Permitted Transferee, to the extent applicable) is a party to or otherwise bound by (nor are any of their respective assets or properties bound by) any contractual or similar obligation whatsoever (including, for the avoidance of doubt, any obligation to set aside, issue or grant any equity interests to any Person), other than those directly imposed pursuant to this Agreement, the LLC Agreement, the Registration Rights Agreement, the Tax Sharing Agreement and the agreements governing the Transferred Debt, copies of which shall have been provided to the IPO Corporation prior to the Equity and Debt Transfer; (D) in connection with and as a condition to any such Equity and Debt Transfer, the Indirect Shareholders jointly and severally agree to indemnify, defend and hold harmless the IPO Corporation, the Initial Member and their respective Affiliates and representatives from and against any obligations, commitments or liabilities (in each case whether or not accrued, contingent, known or otherwise) whatsoever (including any liabilities for Taxes) of the Minority Member Parent, the Minority Member and, if applicable, its Permitted Transferees, and in the case of (B) below, any such liabilities imposed on the IPO Corporation (A) in respect of periods or portions of periods ending on or prior to the Equity and Debt Transfer (whether arising before, on or after the date of the Equity and Debt Transfer, and including any successor or transferee liabilities, by contract or otherwise, and including the portion of any Straddle Period that ends on the date of the Equity and Debt Transfer), other than the liabilities of Minority Member Parent for the Transferred Debt (subject to clause (B) immediately following), and (B) incurred by virtue of the cancellation, termination, contribution to capital or other extinguishment of the Transferred Debt (including any Taxes imposed on any cancellation of indebtedness income realized by Minority Member Parent, as a result of such cancellation, termination, contribution to capital or other extinguishment), provided, that the maximum amount payable under this clause (B) shall not exceed the greater of (i) any liabilities for Taxes arising solely from the Equity and Debt Transfer and an immediately following contribution of the Transferred Debt to the capital of the Minority Member Parent or (ii) any liabilities for Taxes arising solely from the Equity and Debt Transfer and a liquidation of the Minority Member Parent pursuant to a plan of liquidation adopted on or after the Equity and Debt Transfer and completed within 10 days following the Equity and Debt Transfer, provided further that if the IPO Corporation takes the actions described in clause (i) or (ii) with respect to the Transferred Debt, such maximum amount shall not exceed the liabilities for Taxes described in the applicable clause; (E) to the extent requested by the IPO Corporation, the Indirect Shareholders shall provide the IPO Corporation, prior to the Equity and Debt Transfer, with resignation letters, effective as of the Equity and Debt Transfer, from each of the directors, officers, general partners, managing members, or other Persons serving in a similar capacity of each of the Minority Member Parent, Minority Member and, to the extent applicable, the Permitted Transferees of the Minority Member; (F) the Indirect Shareholders shall provide the IPO Corporation, prior to the Equity and Debt Transfer, with all corporate and organizational documents, documents relating to indebtedness, debt or equity securities, tax returns (including information returns and any documentation relating to the withholding of taxes on any distributions or interest payments made by Minority Member or Minority Member Parent, including any IRS certifications provided by the Indirect Shareholders) and all historical and current tax and accounting work papers (to the extent provided to the Minority Member Parent or their representatives) with respect to periods for which the applicable statute of limitations remains open as of the time of such Equity and Debt Transfer and, to the extent reasonably requested by the IPO Corporation, any other books and records or tax information, of each of the Minority Member Parent, Minority Member and, to the extent applicable, the Permitted Transferees of the Minority Member; (G) in the event that any of the Indirect Shareholders is not, in the IPO Corporation’s reasonable judgment, a well-capitalized creditworthy entity with readily available cash resources to satisfy indemnification obligations under clause (D) above, each such Indirect Shareholder shall provide an irrevocable guarantee of performance and payment under this Section 3.7(d)(ii) from an entity reasonably acceptable to the IPO Corporation, or other credit support of such obligations that is reasonably acceptable to the IPO Corporation; and (H) a duly authorized representative of each of the Indirect Shareholders shall provide an Officer’s Certificate to the IPO Corporation (in form and substance reasonably satisfactory to the IPO Corporation) prior to the Equity and Debt Transfer certifying as to satisfaction with the requirements set forth in clauses (A) through (G) above, including affirmation of the indemnification obligations under clause (D) above. For greater certainty, it shall be within the Minority Member’s or its Permitted Transferee’s sole discretion whether to exercise any option contained in this Section 3.7(d) and the Minority Member or its Permitted Transferee shall be permitted to remain a member of the Company or its successor or any Person to which all or substantially all of the assets of the Company are transferred until exercising such option.