Penske Corp desires that ISC shall participate in the development of the Raceway Property into a motorsport complex (with facilities and structures related and incidental thereto) to be known as The California Speedway (the "Raceway"), with such participation potentially including the advance of demolition financing and the acquisition of a twenty percent (20%) equity interest in PSH.
Penske Corp represents and warrants to ISC that prior to the date hereof it has provided or made available for review by ISC all documents relating to the Raceway Property provided by Kaiser to PSI in accordance with the provisions of Section 2.2 of the Development Agreement. Penske Corp. agrees that commencing with the date hereof it will promptly provide ISC with copies of all documents relating to the Raceway Property provided by Kaiser to PSI in accordance with the terms of Section 2.2 of the Development Agreement or provided to Penske Speedways Holding or PSH in accordance with the terms of the organization Agreement.
Penske Corp represents and warrants to ISC that prior to the date hereof it has provided or made available for review by ISC all documents in PSI's possession and related to the PSI Assets which were provided or made available for review by Kaiser in accordance with the provisions of Section 2.2 of the Development Agreement. Penske Corp. agrees that commencing with the date hereof it will promptly provide ISC with copies of all documents related to the PSI Assets which are provided to Kaiser in accordance with the terms of Section 2.2 of the Development Agreement or otherwise reasonably requested by ISC.
Penske Corp represents and warrants to ISC that the following matters are true and correct as of the date of execution of this Agreement and will be true and correct as of the PSH Formation Date:
Penske Corp covenants and agrees that as of the PSH Formation Date each of the following representations and warranties regarding Penske Speedways Holding shall be true:
Penske Corp shall have performed in all material respects all agreements and covenants required by this Agreement to be performed by it prior to the PSH Formation Date.
Penske Corp shall have received evidence reasonably satisfactory to it that Kaiser has consented to all the terms of this Agreement which can be implemented only with Kaiser's consent or coopxxxxxxx. ARTICLE VI
Penske Corp and ISC agree that PSH shall use its best efforts to cause Penske Speedways Holding to obtain, upon reasonable terms, all funds necessary for its capital and operating expenditures (which shall include the funds necessary to construct the Raceway on the Raceway Property) (the "Necessary Capital") in accordance with the terms of Section 8.8 of the Organization Agreement; provided, however, that in no event shall ISC be obligated to provide any guarantees of financing or make any capital contributions except as specified in Section 5.1 above.
Penske Corp shall use its best efforts to cause Penske Speedways Holding to obtain additional financing as needed to permit the full commercial development of the Raceway Property and/or the Raceway. In the event that Kaiser does not advance its proportionate share of a capital call made in accordance with the terms of Section 8.8 of the Organization Agreement, Penske Corp. shall provide ISC with written notice of such failure. Within thirty (30) days after such notice, ISC, at its option, subject to compliance with all applicable laws, shall be permitted to advance the capital call made on Kaiser as a capital contribution to Penske Speedways Holding and in return for advancing Kaiser's proportionate sxxxx xx the capital call ISC shall receive from Kaiser and/or Penske Speedways Holding a number of shares of Penske Speedways Holding stock equal in value to the amount of ISC's advance to Penske Speedways Holding, such value to be based on a per share value for Penske Speedways Holding stock calculated as of the date of the advance utilizing the valuation procedure set forth in Section 8.6(b) of the Organization Agreement.
Penske Corp agrees that in the event PSH has not been able to obtain the Necessary Capital despite the best efforts of Penske Corp. made in accordance with the terms of paragraph (i) immediately above, Penske Corp. shall then proceed as follows to obtain the Necessary Capital:
