Common use of IPO Notice Clause in Contracts

IPO Notice. (a) On or after December 31, 2017, 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 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 PTLC’s Securities (which may include the Securities of PTLC’s 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, PTLC and the General Partner (and their respective advisors) will meet from time to time at mutually agreeable times and locations to attempt to decide in good faith on an appropriate transaction structure for such IPO. In such meetings, PTLC and the General Partner (and their respective advisors) will review, analyze and discuss the economic and tax impacts of potential transaction structures and will consider an “Up-C” transaction 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, PTLC and the General Partner shall consult with each Significant Limited Partner regarding the structuring of any IPO and shall consider in good faith any suggestions of such Partners in connection therewith. (b) If PTLC, the General Partner and 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), 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 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) 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 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 payment in full of the obligations under the GE Partner Agreements, and MBK USA CV, PTLC or 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, each of MBK USA CV, PTLC and PAG will have the right to demand that the Partnership give first priority to the sale of its Selling Interests up to the principal then outstanding and the interest then outstanding or to accrue thereafter under its respective GE Partner 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) No 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. (g) For the avoidance of doubt, PTLC, MBK USA CV and 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 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, and on or prior to December 31, 2024, PTLC 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 PTLCthe Exercising Partner’s Securities (which may include the Securities any of PTLCsuch Partner’s Affiliates, if 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, PTLC the Exercising Partner and the General 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, PTLC the Exercising Partner and the General 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 ▇▇▇▇▇▇ & ▇▇▇▇▇ transaction (commonly referred to as an “Up-C” transaction structure 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, PTLC the Exercising Partner and the General Non-Exercising Partner shall consult with each Significant Limited Partner MBK CV regarding the structuring of any IPO and shall consider in good faith any suggestions of such Partners MBK CV in connection therewith. (b) If PTLCthe Exercising Partner, the General Non-Exercising Partner and the Significant Limited Partners 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), PTLC 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 noticenotice (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 70 impacts arising in connection with the consummation of an IPO or the utilization of any transaction structure. (c) Commencing 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 PTLC 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 payment in full June 18, 2019 (i.e., the date of maturity of the obligations under 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 Partner AgreementsPartners, and MBK USA CV, PTLC the Mitsui Partners or PAG the Penske Partners 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, each of MBK USA CVthe GE Partners, PTLC the Mitsui Partners and PAG 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 sale $700,000,000 aggregate principal amount of its Selling 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 GE Priority Amount, and (iii) in the interest then outstanding or case of the Mitsui Partners, Partnership Interests held by the Mitsui Partners with a value of up to accrue thereafter under its respective GE Partner Agreementthe 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 10.3(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. (gi) For the avoidance of doubt, PTLCthe Exercising Partner, MBK USA CV the Non-Exercising Partner and PAG 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 PTLC, MBK USA CV and PAG the Mitsui Partners relative to the other Limited Partners (taking into account the Percentage Interests held by the Limited Partners).

IPO Notice. (aA) On or after December 31Either Shareholder (the “Initiating Shareholder”) may at any time following the third anniversary of the date of this agreement serve a written notice on the other Shareholder (the “Receiving Shareholder”) and the Company that it wishes to pursue an initial public offering (an "IPO") of the Company (an “IPO Notice”). Following service of an IPO Notice, 2017each Shareholder shall use all reasonable endeavours to implement, and on to procure that the Company shall implement, an IPO in accordance with this clause 19. Unless otherwise permitted by this agreement, an IPO Notice may not be served if an Exit Notice or prior a Group Sale Notice has been served and the process following from such notice has not lapsed or terminated, unless the Shareholders agree to December 31undertake a dual track exit process, 2024in which case the terms of this clause 19 shall apply. (B) Within 20 Business Days of receipt of the IPO Notice by the Receiving Shareholder and the Company, PTLC will have the right Company, together with the Shareholders, shall interview investment banks of international repute to deliver act as joint global coordinators and joint bookrunners for the IPO (the "Beauty Parade"). (C) Within 30 Business Days of receipt of the IPO Notice by the Receiving Shareholder and the Company (or, if later, five Business Days after the final bank participating in the Beauty Parade has been interviewed), each Shareholder shall be entitled to nominate one investment bank from the Beauty Parade to act as a written demand joint global coordinator and joint bookrunner for the IPO and, following such nominations, the Company and the Shareholders shall, acting jointly, appoint the nominated investment banks to act as joint global coordinators and joint bookrunners for the IPO (the “Joint Global Coordinators”). (D) The Company may appoint an independent investment bank to act as financial adviser to the General Partner Company in connection with the IPO (the "Financial Adviser"), subject to the identity of such investment bank being approved by both Shareholders. If the Shareholders are unable to agree, the appointment of the Financial Adviser shall be referred to the chief executive officer of each Shareholder's Ultimate Parent and those executives shall meet as soon as reasonably practicable (but in any event no later than 10 Business Days after the matter is referred to them) and use reasonable endeavours to resolve the appointment of the Financial Adviser. If there is no resolution between the chief executive officers, the Company shall not appoint a Financial Adviser. (E) In addition to the Joint Global Coordinators and the Financial Adviser, the Shareholders may, by mutual agreement, nominate any additional investment banks of international repute to act as bookrunners and lead managers and the Company and each Shareholder shall, acting jointly, appoint any such additional investment bank to act in that capacity as soon as reasonably practicable after such nomination. (F) The terms of appointment of the Joint Global Coordinators, the Financial Adviser and any other Partners bookrunners and lead managers shall provide that, save as may otherwise be agreed by the Shareholders, the Company shall pay the fees, commissions and expenses of the Joint Global Coordinators, the Financial Adviser, any bookrunners and lead managers and any Company Advisers (as applicable) in connection with the IPO, other than any underwriting commission on the sale of any Shares in the IPO which shall be paid by the Shareholder(s) in proportion to the number of Shares sold pursuant to the IPO. (G) The Company shall, following consultation with the Initiating Shareholder and the Receiving Shareholder, appoint, at its own cost, external legal counsel, reporting accountants and other advisers as and when may reasonably be required in order to facilitate a successful IPO (including, but not limited to, advising on the appropriate existing entity in the Company's Group or a newly incorporated entity to be listed pursuant to the proposed IPO and the jurisdiction of incorporation and tax domicile of such entity) (together, the "Company Advisers"). (H) Following the appointment of the Joint Global Coordinators, the Shareholders and the Company undertake to each other to work together in good faith with the Joint Global Coordinators in connection with the proposed IPO for the duration of the IPO process, including, but not limited to, working together with the Joint Global Coordinators in good faith so that the Joint Global Coordinators can make recommendations, subject always to the Pre-Agreed Parameters, as to (i) the Secondary IPO Venue (if required in accordance with clause 19.2(A)), (ii) the offer structure of the IPO, (iii) the equity story, (iv) optimal execution market windows, (v) capital structure and distribution policies, (vi) the governance structure of the IPO entity, and (vii) the price range and the offer size for an IPO (the "JGC Recommendations"). (I) The Shareholders agree that any IPO shall be effected implemented in accordance with the provisions of this Article 10 priorities set out below (the “IPO NoticePrinciples”), and the Joint Global Coordinators shall be instructed that, when making the JGC Recommendations, they must take into account the Pre-Agreed Parameters (as defined below) and, if applicable, to effect and the registration of all or any portion of PTLC’s Securities (which may include the Securities of PTLC’s Affiliates, if identified in such IPO Notice) in such IPO. Except as expressly provided below, each intention of the other Partners agrees Shareholders to use all reasonable best efforts achieve a successful IPO in accordance with the IPO Principles as follows: (i) maximising the valuation per Share of the Shares to effect such IPO. Upon receipt be sold in the IPO (as the first priority); (ii) ensuring a good after-market performance of such the listed Shares post-IPO Notice, promptly and in any event within the sixty (60) day period thereafter, PTLC and the General Partner (and their respective advisors) will meet from time to time at mutually agreeable times and locations to attempt to decide in with good faith on an appropriate transaction structure for such IPO. In such meetings, PTLC and the General Partner (and their respective advisors) will review, analyze and discuss the economic and tax impacts of potential transaction structures and will consider an “Up-C” transaction structure and appropriate opinion(s) (if any) liquidity levels consistent with IPOs of a nationally recognized law firm or accounting firm with respect similar nature (as the second priority); and (iii) achieving a sale of the greatest possible number of Shares in the IPO (as the third priority), subject to potential transaction structures. In addition to any maximum number offered for sale by the foregoing, PTLC and the General Partner shall consult with each Significant Limited Partner regarding the structuring of any IPO and shall consider in good faith any suggestions of such Partners in connection therewithShareholders. (bJ) If PTLCthe Joint Global Coordinators cannot agree on any JGC Recommendation in connection with the IPO, the General Partner Initiating Shareholder shall decide which of the Joint Global Coordinator's recommendations shall take precedence. (K) Without prejudice to the Initiating Shareholder’s obligation to serve an IPO Tag Notice in accordance with clause 19.1(L), the Receiving Shareholder may at any time following service of an IPO Notice up until the receipt of the IPO Tag Notice give written notice to the Initiating Shareholder and to the Company that it wishes to participate in the IPO on a joint basis with the Initiating Shareholder. (L) No later than 30 Business Days ahead of any "expected intention to float announcement" in the case of an IPO on the Preferred IPO Venue or equivalent stage of the process for an IPO on a Secondary IPO Venue, the Initiating Shareholder shall serve an “IPO Tag Notice” on the Receiving Shareholder, such notice to include details of the number of Shares proposed to be offered for sale by the Initiating Shareholder pursuant to the IPO, an indicative price range for the IPO, the number of Shares that the Joint Global Coordinators recommend can be sold in the IPO, the indicative price range for the IPO recommended by the Joint Global Coordinators and details of the offer structure of the IPO, the equity story, the optimal execution market window(s), capital structure and capital allocation policies and confirmation that the terms of the IPO will be in accordance with the Pre-Agreed Parameters. Following receipt of the IPO Tag Notice, the Receiving Shareholder shall have the option, exercisable until 10 Business Days before the proposed date of any "intention to float" announcement (or its equivalent in any jurisdiction) in connection with a possible IPO, by giving written notice to the Initiating Shareholder, to participate in the sale of its Shares pursuant to the IPO (the "IPO Option"). (M) If the Receiving Shareholder exercises the IPO Option or gives notice under clause 19.1(K): (i) the number of shares that the Initiating Shareholder may offer for sale shall be reduced to such extent required to allow the Receiving Shareholder to be able to sell up to the number of Shares held by it equivalent to its Percentage Interest multiplied by the number of Shares to be offered for sale pursuant to the IPO as determined in accordance with clause 19.1(M)(iv); (ii) without prejudice to clause 19.2, the Shareholders and the Significant Limited Partners Company shall proceed with the IPO and the Shareholders shall agree, taking into account the JGC Recommendations, the terms of the IPO, save that if the Shareholders are unable to agree on a transaction structure the terms of the IPO, the Initiating Shareholder shall decide the terms of the IPO; (iii) the Shareholders shall agree the price range per Share (or, if the Shareholders cannot agree, following an escalation to the chief executive officer of each Shareholder's Ultimate Parent, the final price range per Share shall be the price range decided by the Initiating Shareholder) and at the time of the publication of such price range per Share for such the IPO (the "Published Price Range"), the Receiving Shareholder must confirm in writing to the Initiating Shareholder whether: (a) it accepts the Published Price Range, in which case the Receiving Shareholder shall be required to sell its agreed allocation of the Shares for sale pursuant to the IPO if the final price per Share for the IPO is equal to or greater than the lowest price within such sixty the Published Price Range; or (60b) day period it rejects the Published Price Range, in which case the Receiving Shareholder shall not be permitted to offer any of the Shares held by it for sale pursuant to the IPO, but the Initiating Shareholder and the Company may still proceed with the IPO, as if the Receiving Shareholder had not elected to exercise the IPO Option or give notice under clause 19.1(K); and (iv) provided that the Receiving Shareholder has not rejected the Published Price Range in accordance with clause 19.1(M)(iii)(b), the Shareholders shall agree the final amount of Shares to be offered for sale and the final price per Share for the IPO with the Joint Global Coordinators (or such longer period as they may mutually agree)failing agreement, PTLC will have the rightfinal amount of Shares to be offered and the final price per Share shall be those amounts and price decided by the Initiating Shareholder, provided that the final price per Share is within the thirty (30) day period following such sixty (60) day period, Published Price Range. If the final amount of Shares to deliver a written demand be offered for sale is lower than the number of Shares proposed to be offered for sale by the Initiating Shareholder pursuant to the General Partner IPO as set out in the IPO Tag Notice, the number of Shares that the Initiating Shareholder and Receiving Shareholder can offer for sale pursuant to the IPO shall be scaled down, pro-rata. If the final price per Share is below the Published Price Range, the Receiving Shareholder may withdraw from offering any of the Shares held by it for sale pursuant to the IPO, but the Initiating Shareholder and the other Partners that such IPO shall utilize the transaction structure set forth in such notice. The Partners hereby agree that in no event will indemnification be required for any potential adverse tax 70 impacts arising in connection Company may still proceed with the consummation of an IPO or on the utilization of any transaction structureterms decided by the Initiating Shareholder. (cN) Commencing one year from If the Receiving Shareholder does not elect to exercise the IPO Option or give notice under clause 19.1(K): (i) without prejudice to clause 19.2, the Initiating Shareholder and the Company may proceed with the IPO on the terms decided by the Initiating Shareholder; and (ii) the Initiating Shareholder shall agree the final amount of Shares to be offered for sale by the Initiating Shareholder, as well as the price range per Share and the final price per Share for the IPO with the Joint Global Coordinators. (O) An IPO must be completed within 15 months of the date of the initial IPO Notice, failing which (unless the General Partner Shareholders otherwise agree) the Shareholders and the Partnership Company 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 PTLC to procure that such effectprocess is terminated. (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 payment in full of the obligations under the GE Partner Agreements, and MBK USA CV, PTLC or 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, each of MBK USA CV, PTLC and PAG will have the right to demand that the Partnership give first priority to the sale of its Selling Interests up to the principal then outstanding and the interest then outstanding or to accrue thereafter under its respective GE Partner 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) No 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. (g) For the avoidance of doubt, PTLC, MBK USA CV and 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 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, and on or prior to December 31, 2024, PTLC 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 PTLCthe Exercising Partner’s Securities (which may include the Securities any of PTLCsuch Partner’s Affiliates, if 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, PTLC the Exercising Partner and the General 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, PTLC the Exercising Partner and the General 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 ▇▇▇▇▇▇ & ▇▇▇▇▇ transaction (commonly referred to as an “Up-C” transaction structure 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, PTLC and the General Partner shall consult with each Significant Limited Partner regarding the structuring of any IPO and shall consider in good faith any suggestions of such Partners in connection therewith. (b) If PTLC, the General Exercising Partner and the Significant Limited Partners Non-Exercising Partner 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), PTLC 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 noticenotice (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 70 impacts arising in connection with the consummation of an IPO or the utilization of any transaction structure. (c) Commencing 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 PTLC the Exercising Partner to such effect. (d) If an IPO is consummated pursuant to this Section 10.1, all the Company Bonds (as defined in the Holdings LLC Agreement) are outstanding at the time of consummation 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 sentenceIPO, if the IPO is consummated on or before payment in full of the obligations under and the GE Partner Agreements, Partners and MBK USA CV, PTLC or PAG the Penske Partners 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, each of MBK USA CV, PTLC and PAG the GE Partners or the Penske Partners will have the right to demand that the Partnership give first priority to the Partnership Interests held by LJ VP Sub, with all net proceeds resulting from the sale of its Selling Interests up thereof to be used to repay indebtedness outstanding under the principal then outstanding and the interest then outstanding or to accrue thereafter under its respective GE Partner AgreementCompany Bonds. (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. (g) For the avoidance of doubt, PTLC, MBK USA CV and 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 PTLC, MBK USA CV and PAG relative to the other Limited Partners (taking into account the Percentage Interests held by the Limited Partners).