Common use of Subsidiary IPO Clause in Contracts

Subsidiary IPO. In the event that both GSCP and Kxxxx or either GSCP or Kxxxx request an IPO pursuant to Section 12.9(a) and elect that such IPO occur through a Subsidiary IPO, then (i) this Agreement shall continue to remain in full force and effect with any amendments or modifications thereto as shall be effectuated by the Investor Members or Investor Member requesting such IPO in accordance with Section 12.9(a) above; provided that, following such Subsidiary IPO (A) the governance provisions herein shall apply only with respect to the Company and not with respect to any Subsidiary of the Company, (B) the Company shall not vote any shares of such existing or newly formed Subsidiary in favor of any action without the prior written consent of (I) either GSCP or at least one GSCP Director for so long as GSCP continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount and (II) either Kxxxx or at least one Kxxxx Director for so long as Kxxxx continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount, and (C) the provisions of Article XII (other than this Section 12.9) shall cease to apply, (ii) the Company and such existing or newly formed Subsidiary shall enter into a Registration Rights Agreement that is substantially similar to the Registration Rights Agreement attached as Exhibit C hereto, except that such Registration Rights Agreement will provide for rights of the Company to request registrations of its equity interests in such existing or newly formed Subsidiary (and to piggyback on such registrations) rather than providing for the rights of Members to participate directly in public offerings and (iii) the Members shall amend this Agreement or enter into such ancillary agreements as they deem necessary to permit such Members to achieve liquidity with respect to their Interest in the Company (indirectly, through the Company’s exercise of its registration rights in such existing or newly formed Subsidiary and through the Company’s use of the proceeds resulting therefrom to redeem Units from Members) to the same extent as they would have been entitled to do had there been an IPO of Newco rather than a Subsidiary IPO.

Subsidiary IPO. In (i) The Issuer shall not, and shall ensure that none of its Subsidiaries shall, conduct a Subsidiary IPO if the event that both GSCP and Kxxxx Subsidiary whose securities are offered in connection with such Subsidiary IPO owns, directly or either GSCP directly, all or Kxxxx request an IPO pursuant to Section 12.9(a) and elect substantially all of the Issuer’s assets or properties (determined on a consolidated basis); provided, however, that such Subsidiary IPO occur through a may be conducted upon the written consent of the Requisite Holders (not to be unreasonably withheld, conditioned or delayed). (ii) If the Issuer shall, within three months of any Subsidiary IPO, then (i) this Agreement shall continue to remain in full force and effect with any amendments or modifications thereto as shall be effectuated by use the Investor Members or Investor Member requesting such IPO in accordance with Section 12.9(a) above; provided that, following proceeds from such Subsidiary IPO to effect, or enter into any binding arrangement to use such proceeds to effect a redemption of, or any tender or repurchase offer for, any class or series of Preferred Stock (Aother than redemptions of, or tender or repurchase offers for, Capital Stock not exceeding in the aggregate 1% of the outstanding Capital Stock of the Issuer, and repurchase offers that are not made to all or substantially all holders of particular class or series of Preferred Stock), then the Issuer shall, within fifteen (15) days of such redemption or the consummation of such tender or repurchase offer, provide written notice to the Holders stating (a) the governance provisions herein shall apply only with respect to the Company and not with respect to any Subsidiary percentage of the Company, (B) the Company shall not vote any total outstanding shares of Preferred Stock of the Issuer redeemed or repurchased with the proceeds from such existing or newly formed Subsidiary in favor of any action without IPO, calculated on an as-converted to common stock basis (the prior written consent of (I) either GSCP or at least one GSCP Director for so long as GSCP continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount “Redemption Percentage”), and the Requisite Original Amount and per share (IIcalculated on as-converted to common stock basis) either Kxxxx redemption or at least one Kxxxx Director for so long as Kxxxx continues to hold an amount repurchase price paid in such redemption or repurchase of Common Units that represents both Preferred Stock (the Requisite Outstanding Amount and the Requisite Original Amount“Redemption Price”), and (Cb) the provisions of Article XII date by which the Holder must make a Post-Subsidiary IPO Redemption Election (other than as defined below) pursuant to this Section 12.93(d) (the “Post-Subsidiary IPO Redemption Election Deadline Date”), which shall cease be a date not less than ten (10) Business Days immediately following such written notice. The Requisite Holders shall have the right to applyelect (a “Post-Subsidiary IPO Redemption Election”), by written notice to the Issuer no later than the Post-Subsidiary IPO Redemption Election Deadline Date, to require the Issuer to repurchase a portion of the Note Obligations Amount equal to the Redemption Percentage (iithe “Redemption Amount”) thereof at a purchase price equal to the product of (x) the Company and such existing or newly formed Subsidiary shall enter into a Registration Rights Agreement that is substantially similar to the Registration Rights Agreement attached as Exhibit C heretoRedemption Price, except that such Registration Rights Agreement will provide for rights of the Company to request registrations of its equity interests in such existing or newly formed Subsidiary multiplied by (and to piggyback on such registrations) rather than providing for the rights of Members to participate directly in public offerings and (iiiy) the Members shall amend this Agreement or enter into such ancillary agreements as they deem necessary to permit such Members to achieve liquidity with respect to their Interest in the Company (indirectly, through the Company’s exercise number of its registration rights in such existing or newly formed Subsidiary and through the Company’s use shares of the proceeds resulting therefrom to redeem Units from Members) to the same extent as they common stock that would have been entitled issuable upon conversion of the number of Last Qualified Round Equivalent Securities equal to do had there been an the Last Qualified Round Equivalent Securities Conversion Amount applicable to a conversion of the Redemption Amount. Any repurchases pursuant to this Section 3(d) shall be effected in accordance with, and subject to Section 6(b), within five (5) Business Days of the Post-Subsidiary IPO of Newco rather than a Subsidiary IPORedemption Election Deadline Date.

Subsidiary IPO. In the event that both GSCP and Kxxxx or either GSCP or Kxxxx request an IPO pursuant to Section 12.9(a) and elect that such IPO occur through a Subsidiary IPO, then (i) this Agreement shall continue to remain in full force and effect with any amendments or modifications thereto as shall be effectuated by the Investor Members or Investor Member requesting such IPO in accordance with Section 12.9(a) above; provided that, following such Subsidiary IPO (A) the governance provisions herein shall apply only with respect to the Company and not with respect to any Subsidiary of the Company, (B) the Company shall not vote any shares of such existing or newly formed Subsidiary in favor of any action without the prior written consent of (I) either GSCP or at least one GSCP Director for so long as GSCP continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount and (II) either Kxxxx or at least one Kxxxx Director for so long as Kxxxx continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount, and (C) the provisions of Article XII (other than this Section 12.9) shall cease to apply, (ii) the Company and such existing or newly formed Subsidiary shall enter into a Registration Rights Agreement that is substantially similar to the Registration Rights Agreement attached as Exhibit C B hereto, except that such Registration Rights Agreement will provide for rights of the Company to request registrations of its equity interests in such existing or newly formed Subsidiary (and to piggyback on such registrations) rather than providing for the rights of Members to participate directly in public offerings and (iii) the Members shall amend this Agreement or enter into such ancillary agreements as they deem necessary to permit such Members to achieve liquidity with respect to their Interest in the Company (indirectly, through the Company’s exercise of its registration rights in such existing or newly formed Subsidiary and through the Company’s use of the proceeds resulting therefrom to redeem Units from Members) to the same extent as they would have been entitled to do had there been an IPO of Newco rather than a Subsidiary IPO.

Subsidiary IPO. In (i) From and after the Closing, in the event that both GSCP and Kxxxx or either GSCP or Kxxxx request an IPO pursuant to Section 12.9(a) and elect that such IPO occur through of a Subsidiary IPO, then JM and JT shall use his reasonable best efforts to procure that: (iA) this Agreement shall continue the terms on which each Investor may convert Voting Covenant Shares it acquires into shares of the vehicle to remain in full force be listed will be on a fair and effect with equitable basis and no less favorable to each Investor than those afforded to any amendments or modifications thereto as other shareholder of the Company, provided that the number of Ordinary Shares each Investor may convert into the listed shares of such Subsidiary shall be effectuated pro-rated based on such Investor’s ownership of Ordinary Shares relative to the ownership of Ordinary Shares of any other shareholder of the Company effecting such conversion immediately prior to such Subsidiary IPO; and (B) each Investor participates in any secondary sales of shares of such Subsidiary being listed in such Subsidiary IPO (on a pro rata basis (based on ownership of Ordinary Shares) to all holders of Ordinary Shares participating in such secondary sale), it being understood that in the event of an initial public offering of a Subsidiary of the Company that is not a Material Subsidiary IPO (as defined below), Management shall use its reasonable best efforts to procure the inclusion of the maximum number of Ordinary Shares held by all holders of Ordinary Shares participating in such secondary sale that would be converted into the shares of such Subsidiary that the managing underwriter of such Subsidiary IPO advises the Company could be included in the Subsidiary IPO without materially and adversely affecting the price per share of the shares proposed to be sold in the Subsidiary IPO; it being understood that in no event shall any Investor Members be required to participate in such Subsidiary IPO. (ii) JM and JT, as directors of the Company’s Board will, and will cause any Management designees to the Company’s Board to, vote against, and JM and JT will vote or Investor Member requesting such cause to be voted (by its designees or otherwise) all of its Ordinary Shares against, a Subsidiary IPO that could reasonably be expected to have a material adverse effect on an Initial Public Offering in accordance with Section 12.9(a) above; provided that, the subsequent 12 months following such Subsidiary IPO (Aa “Material Subsidiary IPO”) unless the governance provisions herein shall apply only with respect Investors have a right to the Company and not with respect to any Subsidiary of the Company, (B) the Company shall not vote any shares of such existing or newly formed Subsidiary in favor of any action without the prior written consent of (I) either GSCP or at least one GSCP Director for so long as GSCP continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount and (II) either Kxxxx or at least one Kxxxx Director for so long as Kxxxx continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount, and (C) the provisions of Article XII (other than this Section 12.9) shall cease to apply, (ii) the Company and such existing or newly formed Subsidiary shall enter into a Registration Rights Agreement that is substantially similar to the Registration Rights Agreement attached as Exhibit C hereto, except that such Registration Rights Agreement will provide for rights of the Company to request registrations of its equity interests participate in such existing or newly formed Material Subsidiary IPO on a pro rata basis (and to piggyback based on such registrations) rather than providing for the rights ownership of Members to participate directly in public offerings and Ordinary Shares). (iii) the Members This Section 8.3(b) shall amend this Agreement or enter into such ancillary agreements as they deem necessary to permit such Members to achieve liquidity with respect to their Interest in the Company (indirectly, through the Company’s exercise of its registration rights in such existing or newly formed Subsidiary and through the Company’s use of the proceeds resulting therefrom to redeem Units from Members) to the same extent as they would have been entitled to do had there been terminate on an IPO of Newco rather than a Subsidiary IPOInitial Public Offering.