Common use of IPO Notice Clause in Contracts

IPO Notice. (a) On or after December 31, 2017, any Exercising Partner will have the right to deliver a written demand to the General Partner and the other Partners that an IPO (the “IPO Notice”) be effected in accordance with the provisions of this Article 10 and, if applicable, to effect the registration of all or any portion of the Exercising Partner’s Securities (which may include any of such Partner’s Affiliates identified in such IPO Notice) in such IPO. Except as expressly provided below, each of the other Partners agrees to use all reasonable best efforts to effect such IPO. Upon receipt of such IPO Notice, promptly and in any event within the sixty (60) day period thereafter, the Exercising Partner and the Non-Exercising Partner (and their respective advisors) will meet from time to time at mutually agreeable times and locations to attempt to decide jointly in good faith on an appropriate transaction structure for such IPO. In such meetings, the Exercising Partner and the Non-Exercising Partner (and their respective advisors) will review, analyze and discuss the economic and tax impacts of potential transaction structures and will consider a transaction structure similar to the Xxxxxx & Xxxxx transaction (commonly referred to as an “UPREIT structure”) and appropriate opinion(s) (if any) of a nationally recognized law firm or accounting firm with respect to potential transaction structures. In addition to the foregoing, the Exercising Partner and the Non-Exercising Partner shall consult with MBK CV regarding the structuring of any IPO and shall consider in good faith any suggestions of MBK CV in connection therewith. (b) If the Exercising Partner, the Non-Exercising Partner and MBK CV are unable to agree on a transaction structure for such IPO within such sixty (60) day period (or such longer period as they may mutually agree), the Exercising Partner will have the right, within the thirty (30) day period following such sixty (60) day period, to deliver a written demand to the General Partner and the other Partners that such IPO shall utilize the transaction structure set forth in such notice (the “IPO Demand Notice”). Within sixty (60) days thereafter, the Non-Exercising Partner will have the right to object to such IPO Demand Notice by delivering a written notice to such effect to the Exercising Partner and the other Partners based solely on the Non-Exercising Partner’s conclusion that the consummation of such IPO (utilizing the transaction structure set forth in the IPO Demand Notice) could be reasonably expected to result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company as well as the basis for such objection (with such basis set forth in reasonable detail in writing if practicable) (the “IPO Rebuttal”). If an IPO Rebuttal is received, for the thirty (30) day period following receipt thereof, the Exercising Partner will have the opportunity to (i) object to such IPO Rebuttal on the basis that the proposed transaction structure set forth therein would not constitute such a material adverse tax impact and/or (ii) propose an alternate transaction structure(s) for the IPO that would not result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company (the “Alternative Structure” or “Alternative Structures”). If a valid Alternative Structure is proposed within such thirty (30) day period (or such longer period as the Exercising Partner and the Non-Exercising Partner may mutually agree), then the IPO Consummation Obligation will continue by utilizing such Alternative Structure, provided that the Alternative Structure would not have material adverse tax impacts on the Non-Exercising Partner or its Parent Company. The Partners hereby agree that in no event will indemnification be required for any potential adverse tax impacts arising in connection with the consummation of an IPO or the utilization of any transaction structure. (c) Subject to Subsections 10.1(a) and 10.1(b), commencing one year from the date of the initial IPO Notice, the General Partner and the Partnership shall take all reasonable best efforts to pursue an IPO to be consummated as soon as practicable thereafter (the “IPO Consummation Obligation”). The time period for commencement or consummation of the IPO pursuant to the IPO Consummation Obligation may be delayed upon receipt of a manually signed approval of a duly authorized officer of the Exercising Partner to such effect. (d) If an IPO is consummated pursuant to this Section 10.1, all of the Partners shall have the right to participate pro rata in such IPO in accordance with their respective Percentage Interests. Notwithstanding the immediately preceding sentence, if the IPO is consummated on or before June 18, 2019 (i.e., the date of maturity of the Company Bonds (as defined in the Holdings LLC Agreement)), or on a later date on which the Company Bonds continue to be outstanding, and the GE Partners, the Mitsui Partners or the Penske Partners desire to participate as selling equityholders in the IPO (the “Selling Interests”), then, with respect to the Selling Interests, the GE Partners, the Mitsui Partners and the Penske Partners will have the right to demand that the Partnership give first priority to: (i) in the case of the Penske Partners, Partnership Interests held by the Penske Partners with a value of up to $350,700,000 (i.e., 50.1% of the $700,000,000 aggregate principal amount of the Company Bonds), (ii) in the case of the GE Partners, Partnership Interests held by the GE Partners with a value of up to the GE Priority Amount, and (iii) in the case of the Mitsui Partners, Partnership Interests held by the Mitsui Partners with a value of up to the Mitsui Priority Amount. (e) For the avoidance of doubt, the transactions contemplated by this Section 10.1 shall not be subject to Sections 9.2 and 9.3. (f) In the event that an IPO is abandoned or otherwise not consummated pursuant to this Section 10.1, and a transaction structure proposed for such IPO had been subject to the review and discussion process in Subsections 10.1(a) and 10.1(b), during which it was agreed or determined that such transaction structure would not have material adverse tax impacts on the Non-Exercising Partner or its Parent Company (an “Approved IPO Structure”), either Exercising Partner will have the right to deliver an IPO Notice with respect to such Approved IPO Structure and the Non-Exercising Partner will have the right, within the sixty (60) day period following the delivery of such IPO Notice, to deliver an IPO Rebuttal based solely on its conclusion that such Approved IPO Structure could reasonably be expected to result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company when compared to the tax impacts existing at the time such transaction structure was previously determined not to have material adverse tax impacts on the Non-Exercising Partner or its Parent Company. If such IPO Rebuttal is delivered, then the Exercising Partner and the Non-Exercising Partner shall then follow the procedures set forth in Subsection 10.1(b) with respect to such IPO Notice. If no such IPO Rebuttal is timely delivered to the Exercising Partner, then the IPO Consummation Obligation will continue by utilizing such Approved IPO Structure. (g) In the event that an IPO is abandoned or otherwise not consummated pursuant to this Section 10.1, and (i) the last transaction structure proposed by the Exercising Partner and discussed under Subsections 10.1(a) and (b) would have had material adverse tax impacts on the Non-Exercising Partner or its Parent Company, (ii) an Approved IPO Structure did not exist, or (iii) the Exercising Partner desires to pursue a transaction other than an Approved IPO Structure, then, notwithstanding the first sentence of Subsection 10.1(a), neither the Exercising Partner nor the non-Exercising Partner will have the right to deliver a new IPO Notice until on or after the first anniversary of the date of the most recent IPO Notice. Such IPO Notice will be subject to the process set forth in Subsections 10.1(a) and 10.1(b), except that the sixty (60) day periods therein shall be thirty (30) day periods for any such subsequent IPO Notice. (h) No Exercising Partner shall have the right to deliver an IPO Notice during the pendency of discussions pursuant to this Section 10.1 concerning a previously delivered IPO Notice. (i) For the avoidance of doubt, the Exercising Partner, the Non-Exercising Partner and the Mitsui Partners agree that in connection with any IPO, such Partners shall agree on a mutually acceptable structure therefor, including by making amendments to this Agreement to reflect appropriate governance rights for the Partners in a public company structure at such time; provided, however, that any such governance rights included in this Agreement at the time of such IPO shall not be materially and disproportionately detrimental to the Mitsui Partners relative to the other Limited Partners (taking into account the Percentage Interests held by the Limited Partners).

IPO Notice. (a) On or after December 31, 2017, any Exercising Partner will have the right to deliver a written demand to the General Partner and the other Partners that an IPO (the “IPO Notice”) be effected in accordance with the provisions of this Article 10 and, if applicable, to effect the registration of all or any portion of the Exercising Partner’s Securities (which may include any of such Partner’s Affiliates identified in such IPO Notice) in such IPO. Except as expressly provided below, each of the other Partners agrees to use all reasonable best efforts to effect such IPO. Upon receipt of such IPO Notice, promptly and in any event within the sixty (60) day period thereafter, the Exercising Partner and the Non-Exercising Partner (and their respective advisors) will meet from time to time at mutually agreeable times and locations to attempt to decide jointly in good faith on an appropriate transaction structure for such IPO. In such meetings, the Exercising Partner and the Non-Exercising Partner (and their respective advisors) will review, analyze and discuss the economic and tax impacts of potential transaction structures and will will, without limitation, consider a transaction structure similar to the Xxxxxx & Xxxxx transaction (commonly referred to as an “UPREIT structure”) and appropriate opinion(s) (if any) of a nationally recognized law firm or accounting firm with respect to potential transaction structures. In addition to the foregoing, . (b) If the Exercising Partner and the Non-Exercising Partner shall consult with MBK CV regarding the structuring of any IPO and shall consider in good faith any suggestions of MBK CV in connection therewith. (b) If the Exercising Partner, the Non-Exercising Partner and MBK CV are unable to agree on a transaction structure for such IPO within such sixty (60) day period (or such longer period as they may mutually agree), the Exercising Partner will have the right, within the thirty (30) day period following such sixty (60) day period, to deliver a written demand to the General Partner and the other Partners that such IPO shall utilize the transaction structure set forth in such notice (the “IPO Demand Notice”). Within sixty (60) days thereafter, the Non-Exercising Partner will have the right to object to such IPO Demand Notice by delivering a written notice to such effect to the Exercising Partner and the other Partners based solely on the Non-Exercising Partner’s conclusion that the consummation of such IPO (utilizing the transaction structure set forth in the IPO Demand Notice) could be reasonably expected to result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company as well as the basis for such objection (with such basis set forth in reasonable detail in writing if practicable) (the “IPO Rebuttal”). If an IPO Rebuttal is received, for the thirty (30) day period following receipt thereof, the Exercising Partner will have the opportunity to (i) object to such IPO Rebuttal on the basis that the proposed transaction structure set forth therein would not constitute such a material adverse tax impact and/or (ii) propose an alternate transaction structure(s) for the IPO that would not result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company (the “Alternative Structure” or “Alternative Structures”). If a valid Alternative Structure is proposed within such thirty (30) day period (or such longer period as the Exercising Partner and the Non-Exercising Partner may mutually agree), then the IPO Consummation Obligation will continue by utilizing such Alternative Structure, provided that the Alternative Structure would not have material adverse tax impacts on the Non-Exercising Partner or its Parent Company. The Partners hereby agree that in no event will indemnification be required for any potential adverse tax impacts arising in connection with the consummation of an IPO or the utilization of any transaction structure. (c) Subject to Subsections 10.1(a) and 10.1(b), commencing one year from the date of the initial IPO Notice, the General Partner and the Partnership shall take all reasonable best efforts to pursue an IPO to be consummated as soon as practicable thereafter (the “IPO Consummation Obligation”). The time period for commencement or consummation of the IPO pursuant to the IPO Consummation Obligation may be delayed upon receipt of a manually signed approval of a duly authorized officer of the Exercising Partner to such effect. (d) If an IPO is consummated pursuant to this Section 10.1, all of the Partners shall have the right to participate pro rata in such IPO in accordance with their respective Percentage Interests. Notwithstanding the immediately preceding sentence, if the IPO is consummated on or before June 18, 2019 (i.e., the date of maturity of the Company Bonds (as defined in the Holdings LLC Agreement)), or on a later date on which ) are outstanding at the Company Bonds continue to be outstandingtime of consummation of the IPO, and the GE Partners, the Mitsui Partners or and the Penske Partners desire to participate as selling equityholders in the IPO (the “Selling Interests”), then, with respect to the Selling Interests, the GE Partners, the Mitsui Partners and or the Penske Partners will have the right to demand that the Partnership give first priority to: (i) in to the case of the Penske Partners, Partnership Interests held by LJ VP Sub, with all net proceeds resulting from the Penske Partners with a value of up sale thereof to $350,700,000 (i.e., 50.1% of the $700,000,000 aggregate principal amount of be used to repay indebtedness outstanding under the Company Bonds), (ii) in the case of the GE Partners, Partnership Interests held by the GE Partners with a value of up to the GE Priority Amount, and (iii) in the case of the Mitsui Partners, Partnership Interests held by the Mitsui Partners with a value of up to the Mitsui Priority Amount. (e) For the avoidance of doubt, the transactions contemplated by this Section 10.1 shall not be subject to Sections 9.2 and 9.3. (f) In the event that an IPO is abandoned or otherwise not consummated pursuant to this Section 10.1, and a transaction structure proposed for such IPO had been subject to the review and discussion process in Subsections 10.1(a) and 10.1(b), during which it was agreed or determined that such transaction structure would not have material adverse tax impacts on the Non-Exercising Partner or its Parent Company (an “Approved IPO Structure”), either Exercising Partner will have the right to deliver an IPO Notice with respect to such Approved IPO Structure and the Non-Exercising Partner will have the right, within the sixty (60) day period following the delivery of such IPO Notice, to deliver an IPO Rebuttal based solely on its conclusion that such Approved IPO Structure could reasonably be expected to result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company when compared to the tax impacts existing at the time such transaction structure was previously determined not to have material adverse tax impacts on the Non-Exercising Partner or its Parent Company. If such IPO Rebuttal is delivered, then the Exercising Partner and the Non-Exercising Partner shall then follow the procedures set forth in Subsection 10.1(b) with respect to such IPO Notice. If no such IPO Rebuttal is timely delivered to the Exercising Partner, then the IPO Consummation Obligation will continue by utilizing such Approved IPO Structure. (g) In the event that an IPO is abandoned or otherwise not consummated pursuant to this Section 10.1, and (i) the last transaction structure proposed by the Exercising Partner and discussed under Subsections 10.1(a) and (b) would have had material adverse tax impacts on the Non-Exercising Partner or its Parent Company, (ii) an Approved IPO Structure did not exist, or (iii) the Exercising Partner desires to pursue a transaction other than an Approved IPO Structure, then, notwithstanding the first sentence of Subsection 10.1(a), neither the Exercising Partner nor the non-Exercising Partner will have the right to deliver a new IPO Notice until on or after the first anniversary of the date of the most recent IPO Notice. Such IPO Notice will be subject to the process set forth in Subsections 10.1(a) and 10.1(b), except that the sixty (60) day periods therein shall be thirty (30) day periods for any such subsequent IPO Notice. (h) No Exercising Partner shall have the right to deliver an IPO Notice during the pendency of discussions pursuant to this Section 10.1 concerning a previously delivered IPO Notice. (i) For the avoidance of doubt, the Exercising Partner, the Non-Exercising Partner and the Mitsui Partners agree that in connection with any IPO, such Partners shall agree on a mutually acceptable structure therefor, including by making amendments to this Agreement to reflect appropriate governance rights for the Partners in a public company structure at such time; provided, however, that any such governance rights included in this Agreement at the time of such IPO shall not be materially and disproportionately detrimental to the Mitsui Partners relative to the other Limited Partners (taking into account the Percentage Interests held by the Limited Partners).

IPO Notice. (a) On or after December 31, 2017, and on or prior to December 31, 2024, any Exercising Partner will have the right to deliver a written demand to the General Partner and the other Partners that an IPO (the “IPO Notice”) be effected in accordance with the provisions of this Article 10 (the “IPO Notice”) and, if applicable, to effect the registration of all or any portion of the Exercising Partner’s Securities (which may include any of such Partner’s Affiliates identified in such IPO Notice) in such IPO. Except as expressly provided below, each of the other Partners agrees to use all reasonable best efforts to effect such IPO. Upon receipt of such IPO Notice, promptly and in any event within the sixty (60) day period thereafter, the Exercising Partner and the Non-Exercising Partner (and their respective advisors) will meet from time to time at mutually agreeable times and locations to attempt to decide jointly in good faith on an appropriate transaction structure for such IPO. In such meetings, the Exercising Partner and the Non-Exercising Partner (and their respective advisors) will review, analyze and discuss the economic and tax impacts of potential transaction structures and will consider a an “Up-C” transaction structure similar to the Xxxxxx & Xxxxx transaction (commonly referred to as an “UPREIT structure”) and appropriate opinion(s) (if any) of a nationally recognized law firm or accounting firm with respect to potential transaction structures. In addition to the foregoing, the Exercising Partner and the Non-Exercising Partner shall consult with MBK CV each other Significant Limited Partner regarding the structuring of any IPO and shall consider in good faith any suggestions of MBK CV such Partners in connection therewith. (b) If the Exercising Partner, the Non-Exercising Partner and MBK CV the other Significant Limited Partners are unable to agree on a transaction structure for such IPO within such sixty (60) day period (or such longer period as they may mutually agree), the Exercising Partner will have the right, within the thirty (30) day period following such sixty (60) day period, to deliver a written demand to the General Partner and the other Partners that such IPO shall utilize the transaction structure set forth in such notice (the “IPO Demand Notice”). Within sixty (60) days thereafter, the Non-Exercising Partner will have the right to object to such IPO Demand Notice by delivering a written notice to such effect to the Exercising Partner and the other Partners based solely on the Non-Exercising Partner’s conclusion that the consummation of such IPO (utilizing the transaction structure set forth in the IPO Demand Notice) could be reasonably expected to result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company as well as the basis for such objection (with such basis set forth in reasonable detail in writing if practicable) (the “IPO Rebuttal”). If an IPO Rebuttal is received, for the thirty (30) day period following receipt thereof, the Exercising Partner will have the opportunity to (i) object to such IPO Rebuttal on the basis that the proposed transaction structure set forth therein would not constitute such a material adverse tax impact and/or (ii) propose an alternate transaction structure(s) for the IPO that would not result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company (the “Alternative Structure” or “Alternative Structures”). If a valid Alternative Structure is proposed within such thirty (30) day period (or such longer period as the Exercising Partner and the Non-Exercising Partner may mutually agree), then the IPO Consummation Obligation will continue by utilizing such Alternative Structure, provided that the Alternative Structure would not have material adverse tax impacts on the Non-Exercising Partner or its Parent Company. The Partners hereby agree that in no event will indemnification be required for any potential adverse tax impacts arising in connection with the consummation of an IPO or the utilization of any transaction structure. (c) Subject to Subsections 10.1(a) and 10.1(b), commencing one year from the date of the initial IPO Notice, the General Partner and the Partnership shall take all reasonable best efforts to pursue an IPO to be consummated as soon as practicable thereafter (the “IPO Consummation Obligation”). The time period for commencement or consummation of the IPO pursuant to the IPO Consummation Obligation may be delayed upon receipt of a manually signed approval of a duly authorized officer of the Exercising Partner to such effect. (d) If an IPO is consummated pursuant to this Section 10.1, all of the Partners shall have the right to participate pro rata in such IPO in accordance with their respective Percentage Interests. Notwithstanding the immediately preceding sentence, if the IPO is consummated on or before June 18, 2019 (i.e., the date of maturity of the Company Bonds (as defined in the Holdings LLC Agreement)), or on a later date on which the Company Bonds continue to be outstanding, and the GE Partners, the Mitsui Partners MBK USA CV, PTLC or the Penske Partners PAG desire to participate as selling equityholders in the IPO (the “Selling Interests”), then, with respect to the Selling Interests, the GE Partners, the Mitsui Partners MBK USA CV, PTLC and the Penske Partners PAG will have the right to demand that the Partnership give first priority to: (i) in the case of the Penske PartnersPTLC, Partnership Interests held by the Penske Partners PTLC with a value of up to $350,700,000 (i.e., 50.1% of the $700,000,000 aggregate principal amount of the Company Bonds)287,560,000, (ii) in the case of PAG, Partnership Interests held by PAG with a value of up to $63,140,000, (iii) in the case of the GE Partners, Partnership Interests held by the GE Partners with a value of up to the GE Priority Amount, and (iiiiv) in the case of the Mitsui PartnersMBK USA CV, Partnership Interests held by the Mitsui Partners MBK USA CV with a value of up to the Mitsui Priority Amount. (e) For the avoidance of doubt, the transactions contemplated by this Section 10.1 shall not be subject to Sections 9.2 and 9.3. (f) In the event that an IPO is abandoned or otherwise not consummated pursuant to this Section 10.1, and a transaction structure proposed for such IPO had been subject to the review and discussion process in Subsections 10.1(a) and 10.1(b), during which it was agreed or determined that such transaction structure would not have material adverse tax impacts on the Non-Exercising Partner or its Parent Company (an “Approved IPO Structure”), either Exercising Partner will have the right to deliver an IPO Notice with respect to such Approved IPO Structure and the Non-Exercising Partner will have the right, within the sixty (60) day period following the delivery of such IPO Notice, to deliver an IPO Rebuttal based solely on its conclusion that such Approved IPO Structure could reasonably be expected to result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company when compared to the tax impacts existing at the time such transaction structure was previously determined not to have material adverse tax impacts on the Non-Exercising Partner or its Parent Company. If such IPO Rebuttal is delivered, then the Exercising Partner and the Non-Exercising Partner shall then follow the procedures set forth in Subsection 10.1(b) with respect to such IPO Notice. If no such IPO Rebuttal is timely delivered to the Exercising Partner, then the IPO Consummation Obligation will continue by utilizing such Approved IPO Structure. (g) In the event that an IPO is abandoned or otherwise not consummated pursuant to this Section 10.1, and (i) the last transaction structure proposed by the Exercising Partner and discussed under Subsections 10.1(a) and (b) would have had material adverse tax impacts on the Non-Exercising Partner or its Parent Company, (ii) an Approved IPO Structure did not exist, or (iii) the Exercising Partner desires to pursue a transaction other than an Approved IPO Structure, then, notwithstanding the first sentence of Subsection 10.1(a), neither the Exercising Partner nor the non-Exercising Partner will have the right to deliver a new IPO Notice until on or after the first anniversary of the date of the most recent IPO Notice. Such IPO Notice will be subject to the process set forth in Subsections 10.1(a) and 10.1(b), except that the sixty (60) day periods therein shall be thirty (30) day periods for any such subsequent IPO Notice. (h) No Exercising Partner shall have the right to deliver an IPO Notice pursuant to Subsections 10.4(a) or 10.4(b) during the pendency of discussions pursuant to this Section 10.1 or Section 10.4 concerning a previously delivered IPO Notice. (i) For the avoidance of doubt, the Exercising Partner, the Non-Exercising Partner Partner, MBK USA CV and the Mitsui Partners PAG agree that in connection with any IPO, such Partners shall agree on a mutually acceptable structure therefor, including by making amendments to this Agreement to reflect appropriate governance rights for the Partners in a public company structure at such time; provided, however, that any such governance rights included in this Agreement at the time of such IPO shall not be materially and disproportionately detrimental to the Mitsui Partners MBK USA CV and PAG relative to the other Limited Partners (taking into account the Percentage Interests held by the Limited Partners).

IPO Notice. (a) On or after December 31, 2017, any Exercising Partner and on or prior to December 31, 2024, PTLC will have the right to deliver a written demand to the General Partner and the other Partners that an IPO (the “IPO Notice”) be effected in accordance with the provisions of this Article 10 (the “IPO Notice”) and, if applicable, to effect the registration of all or any portion of the Exercising PartnerPTLC’s Securities (which may include any the Securities of such PartnerPTLC’s Affiliates Affiliates, if identified in such IPO Notice) in such IPO. Except as expressly provided below, each of the other Partners agrees to use all reasonable best efforts to effect such IPO. Upon receipt of such IPO Notice, promptly and in any event within the sixty (60) day period thereafter, the Exercising Partner PTLC and the Non-Exercising General Partner (and their respective advisors) will meet from time to time at mutually agreeable times and locations to attempt to decide jointly in good faith on an appropriate transaction structure for such IPO. In such meetings, the Exercising Partner PTLC and the Non-Exercising General Partner (and their respective advisors) will review, analyze and discuss the economic and tax impacts of potential transaction structures and will consider a an “Up-C” transaction structure similar to the Xxxxxx & Xxxxx transaction (commonly referred to as an “UPREIT structure”) and appropriate opinion(s) (if any) of a nationally recognized law firm or accounting firm with respect to potential transaction structures. In addition to the foregoing, the Exercising Partner PTLC and the Non-Exercising General Partner shall consult with MBK CV each Significant Limited Partner regarding the structuring of any IPO and shall consider in good faith any suggestions of MBK CV such Partners in connection therewith. (b) If the Exercising PartnerPTLC, the Non-Exercising General Partner and MBK CV the Significant Limited Partners are unable to agree on a transaction structure for such IPO within such sixty (60) day period (or such longer period as they may mutually agree), the Exercising Partner PTLC will have the right, within the thirty (30) day period following such sixty (60) day period, to deliver a written demand to the General Partner and the other Partners that such IPO shall utilize the transaction structure set forth in such notice (the “IPO Demand Notice”). Within sixty (60) days thereafter, the Non-Exercising Partner will have the right to object to such IPO Demand Notice by delivering a written notice to such effect to the Exercising Partner and the other Partners based solely on the Non-Exercising Partner’s conclusion that the consummation of such IPO (utilizing the transaction structure set forth in the IPO Demand Notice) could be reasonably expected to result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company as well as the basis for such objection (with such basis set forth in reasonable detail in writing if practicable) (the “IPO Rebuttal”). If an IPO Rebuttal is received, for the thirty (30) day period following receipt thereof, the Exercising Partner will have the opportunity to (i) object to such IPO Rebuttal on the basis that the proposed transaction structure set forth therein would not constitute such a material adverse tax impact and/or (ii) propose an alternate transaction structure(s) for the IPO that would not result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company (the “Alternative Structure” or “Alternative Structures”). If a valid Alternative Structure is proposed within such thirty (30) day period (or such longer period as the Exercising Partner and the Non-Exercising Partner may mutually agree), then the IPO Consummation Obligation will continue by utilizing such Alternative Structure, provided that the Alternative Structure would not have material adverse tax impacts on the Non-Exercising Partner or its Parent Companynotice. The Partners hereby agree that in no event will indemnification be required for any potential adverse tax impacts arising in connection with the consummation of an IPO or the utilization of any transaction structure. (c) Subject to Subsections 10.1(a) and 10.1(b), commencing Commencing one year from the date of the initial IPO Notice, the General Partner and the Partnership shall take all reasonable best efforts to pursue an IPO to be consummated as soon as practicable thereafter (the “IPO Consummation Obligation”). The time period for commencement or consummation of the IPO pursuant to the IPO Consummation Obligation may be delayed upon receipt of a manually signed approval of a duly authorized officer of the Exercising Partner PTLC to such effect. (d) If an IPO is consummated pursuant to this Section 10.1, all of the Partners shall have the right to participate pro rata in such IPO in accordance with their respective Percentage Interests. Notwithstanding the immediately preceding sentence, if the IPO is consummated on or before June 18, 2019 (i.e., the date of maturity payment in full of the Company Bonds (as defined in obligations under the Holdings LLC Agreement)), or on a later date on which the Company Bonds continue to be outstandingGE Partner Agreements, and the GE PartnersMBK USA CV, the Mitsui Partners PTLC or the Penske Partners PAG desire to participate as selling equityholders in the IPO by offering interests in the Partnership (the “Selling Interests”), then, with respect to the Selling Interests, the GE Partnerseach of MBK USA CV, the Mitsui Partners PTLC and the Penske Partners PAG will have the right to demand that the Partnership give first priority to: (i) in to the case sale of the Penske Partners, Partnership its Selling Interests held by the Penske Partners with a value of up to $350,700,000 (i.e., 50.1% of the $700,000,000 aggregate principal amount of the Company Bonds), (ii) in the case of the GE Partners, Partnership Interests held by the GE Partners with a value of up to the principal then outstanding and the interest then outstanding or to accrue thereafter under its respective GE Priority Amount, and (iii) in the case of the Mitsui Partners, Partnership Interests held by the Mitsui Partners with a value of up to the Mitsui Priority AmountPartner Agreement. (e) For the avoidance of doubt, the transactions contemplated by this Section 10.1 shall not be subject to Sections 9.2 and 9.3. (f) In the event that an IPO is abandoned or otherwise not consummated pursuant to this Section 10.1, and a transaction structure proposed for such IPO had been subject to the review and discussion process in Subsections 10.1(a) and 10.1(b), during which it was agreed or determined that such transaction structure would not have material adverse tax impacts on the Non-Exercising Partner or its Parent Company (an “Approved IPO Structure”), either Exercising Partner will have the right to deliver an IPO Notice with respect to such Approved IPO Structure and the Non-Exercising Partner will have the right, within the sixty (60) day period following the delivery of such IPO Notice, to deliver an IPO Rebuttal based solely on its conclusion that such Approved IPO Structure could reasonably be expected to result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company when compared to the tax impacts existing at the time such transaction structure was previously determined not to have material adverse tax impacts on the Non-Exercising Partner or its Parent Company. If such IPO Rebuttal is delivered, then the Exercising Partner and the Non-Exercising Partner shall then follow the procedures set forth in Subsection 10.1(b) with respect to such IPO Notice. If no such IPO Rebuttal is timely delivered to the Exercising Partner, then the IPO Consummation Obligation will continue by utilizing such Approved IPO Structure. (g) In the event that an IPO is abandoned or otherwise not consummated pursuant to this Section 10.1, and (i) the last transaction structure proposed by the Exercising Partner and discussed under Subsections 10.1(a) and (b) would have had material adverse tax impacts on the Non-Exercising Partner or its Parent Company, (ii) an Approved IPO Structure did not exist, or (iii) the Exercising Partner desires to pursue a transaction other than an Approved IPO Structure, then, notwithstanding the first sentence of Subsection 10.1(a), neither the Exercising Partner nor the non-Exercising Partner will have the right to deliver a new IPO Notice until on or after the first anniversary of the date of the most recent IPO Notice. Such IPO Notice will be subject to the process set forth in Subsections 10.1(a) and 10.1(b), except that the sixty (60) day periods therein shall be thirty (30) day periods for any such subsequent IPO Notice. (h) No Exercising Partner shall have the right to deliver an IPO Notice pursuant to Subsections 10.3(a) or 10.3(b) during the pendency of discussions pursuant to this Section 10.1 or Section 10.3 concerning a previously delivered IPO Notice or Liquidity IPO Notice. (ig) For the avoidance of doubt, the Exercising PartnerPTLC, the Non-Exercising Partner MBK USA CV and the Mitsui Partners PAG agree that in connection with any IPO, such Partners shall agree on a mutually acceptable structure therefor, including by making amendments to this Agreement to reflect appropriate governance rights for the Partners in a public company structure at such time; provided, however, that any such governance rights included in this Agreement at the time of such IPO shall not be materially and disproportionately detrimental to the Mitsui Partners PTLC, MBK USA CV and PAG relative to the other Limited Partners (taking into account the Percentage Interests held by the Limited Partners).

IPO Notice. (a) On or after December 31, 2017, any Exercising Partner and on or prior to December 31, 2024, PTLC will have the right to deliver a written demand to the General Partner and the other Partners that an IPO (the “IPO Notice”) be effected in accordance with the provisions of this Article 10 (the “IPO Notice”) and, if applicable, to effect the registration of all or any portion of the Exercising PartnerPTLC’s Securities (which may include any the Securities of such PartnerPTLC’s Affiliates Affiliates, if identified in such IPO Notice) in such IPO. Except as expressly provided below, each of the other Partners agrees to use all reasonable best efforts to effect such IPO. Upon receipt of such IPO Notice, promptly and in any event within the sixty (60) day period thereafter, the Exercising Partner PTLC and the Non-Exercising General Partner (and their respective advisors) will meet from time to time at mutually agreeable times and locations to attempt to decide jointly in good faith on an appropriate transaction structure for such IPO. In such meetings, the Exercising Partner PTLC and the Non-Exercising General Partner (and their respective advisors) will review, analyze and discuss the economic and tax impacts of potential transaction structures and will consider a an “Up-C” transaction structure similar to the Xxxxxx & Xxxxx transaction (commonly referred to as an “UPREIT structure”) and appropriate opinion(s) (if any) of a nationally recognized law firm or accounting firm with respect to potential transaction structures. In addition to the foregoing, the Exercising Partner PTLC and the Non-Exercising General Partner shall consult with MBK CV each Significant Limited Partner regarding the structuring of any IPO and shall consider in good faith any suggestions of MBK CV such Partners in connection therewith. (b) If the Exercising PartnerPTLC, the Non-Exercising General Partner and MBK CV the Significant Limited Partners are unable to agree on a transaction structure for such IPO within such sixty (60) day period (or such longer period as they may mutually agree), the Exercising Partner PTLC will have the right, within the thirty (30) day period following such sixty (60) day period, to deliver a written demand to the General Partner and the other Partners that such IPO shall utilize the transaction structure set forth in such notice (the “IPO Demand Notice”). Within sixty (60) days thereafter, the Non-Exercising Partner will have the right to object to such IPO Demand Notice by delivering a written notice to such effect to the Exercising Partner and the other Partners based solely on the Non-Exercising Partner’s conclusion that the consummation of such IPO (utilizing the transaction structure set forth in the IPO Demand Notice) could be reasonably expected to result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company as well as the basis for such objection (with such basis set forth in reasonable detail in writing if practicable) (the “IPO Rebuttal”). If an IPO Rebuttal is received, for the thirty (30) day period following receipt thereof, the Exercising Partner will have the opportunity to (i) object to such IPO Rebuttal on the basis that the proposed transaction structure set forth therein would not constitute such a material adverse tax impact and/or (ii) propose an alternate transaction structure(s) for the IPO that would not result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company (the “Alternative Structure” or “Alternative Structures”). If a valid Alternative Structure is proposed within such thirty (30) day period (or such longer period as the Exercising Partner and the Non-Exercising Partner may mutually agree), then the IPO Consummation Obligation will continue by utilizing such Alternative Structure, provided that the Alternative Structure would not have material adverse tax impacts on the Non-Exercising Partner or its Parent Companynotice. The Partners hereby agree that in no event will indemnification be required for any potential adverse tax 70 impacts arising in connection with the consummation of an IPO or the utilization of any transaction structure. (c) Subject to Subsections 10.1(a) and 10.1(b), commencing Commencing one year from the date of the initial IPO Notice, the General Partner and the Partnership shall take all reasonable best efforts to pursue an IPO to be consummated as soon as practicable thereafter (the “IPO Consummation Obligation”). The time period for commencement or consummation of the IPO pursuant to the IPO Consummation Obligation may be delayed upon receipt of a manually signed approval of a duly authorized officer of the Exercising Partner PTLC to such effect. (d) If an IPO is consummated pursuant to this Section 10.1, all of the Partners shall have the right to participate pro rata in such IPO in accordance with their respective Percentage Interests. Notwithstanding the immediately preceding sentence, if the IPO is consummated on or before June 18, 2019 (i.e., the date of maturity payment in full of the Company Bonds (as defined in obligations under the Holdings LLC Agreement)), or on a later date on which the Company Bonds continue to be outstandingGE Partner Agreements, and the GE PartnersMBK USA CV, the Mitsui Partners PTLC or the Penske Partners PAG desire to participate as selling equityholders in the IPO by offering interests in the Partnership (the “Selling Interests”), then, with respect to the Selling Interests, the GE Partnerseach of MBK USA CV, the Mitsui Partners PTLC and the Penske Partners PAG will have the right to demand that the Partnership give first priority to: (i) in to the case sale of the Penske Partners, Partnership its Selling Interests held by the Penske Partners with a value of up to $350,700,000 (i.e., 50.1% of the $700,000,000 aggregate principal amount of the Company Bonds), (ii) in the case of the GE Partners, Partnership Interests held by the GE Partners with a value of up to the principal then outstanding and the interest then outstanding or to accrue thereafter under its respective GE Priority Amount, and (iii) in the case of the Mitsui Partners, Partnership Interests held by the Mitsui Partners with a value of up to the Mitsui Priority AmountPartner Agreement. (e) For the avoidance of doubt, the transactions contemplated by this Section 10.1 shall not be subject to Sections 9.2 and 9.3. (f) In the event that an IPO is abandoned or otherwise not consummated pursuant to this Section 10.1, and a transaction structure proposed for such IPO had been subject to the review and discussion process in Subsections 10.1(a) and 10.1(b), during which it was agreed or determined that such transaction structure would not have material adverse tax impacts on the Non-Exercising Partner or its Parent Company (an “Approved IPO Structure”), either Exercising Partner will have the right to deliver an IPO Notice with respect to such Approved IPO Structure and the Non-Exercising Partner will have the right, within the sixty (60) day period following the delivery of such IPO Notice, to deliver an IPO Rebuttal based solely on its conclusion that such Approved IPO Structure could reasonably be expected to result in material adverse tax impacts on the Non-Exercising Partner or its Parent Company when compared to the tax impacts existing at the time such transaction structure was previously determined not to have material adverse tax impacts on the Non-Exercising Partner or its Parent Company. If such IPO Rebuttal is delivered, then the Exercising Partner and the Non-Exercising Partner shall then follow the procedures set forth in Subsection 10.1(b) with respect to such IPO Notice. If no such IPO Rebuttal is timely delivered to the Exercising Partner, then the IPO Consummation Obligation will continue by utilizing such Approved IPO Structure. (g) In the event that an IPO is abandoned or otherwise not consummated pursuant to this Section 10.1, and (i) the last transaction structure proposed by the Exercising Partner and discussed under Subsections 10.1(a) and (b) would have had material adverse tax impacts on the Non-Exercising Partner or its Parent Company, (ii) an Approved IPO Structure did not exist, or (iii) the Exercising Partner desires to pursue a transaction other than an Approved IPO Structure, then, notwithstanding the first sentence of Subsection 10.1(a), neither the Exercising Partner nor the non-Exercising Partner will have the right to deliver a new IPO Notice until on or after the first anniversary of the date of the most recent IPO Notice. Such IPO Notice will be subject to the process set forth in Subsections 10.1(a) and 10.1(b), except that the sixty (60) day periods therein shall be thirty (30) day periods for any such subsequent IPO Notice. (h) No Exercising Partner shall have the right to deliver an IPO Notice pursuant to Subsections 10.3(a) or 10.3(b) during the pendency of discussions pursuant to this Section 10.1 or Section 10.3 concerning a previously delivered IPO Notice or Liquidity IPO Notice. (ig) For the avoidance of doubt, the Exercising PartnerPTLC, the Non-Exercising Partner MBK USA CV and the Mitsui Partners PAG agree that in connection with any IPO, such Partners shall agree on a mutually acceptable structure therefor, including by making amendments to this Agreement to reflect appropriate governance rights for the Partners in a public company structure at such time; provided, however, that any such governance rights included in this Agreement at the time of such IPO shall not be materially and disproportionately detrimental to the Mitsui Partners PTLC, MBK USA CV and PAG relative to the other Limited Partners (taking into account the Percentage Interests held by the Limited Partners).