Common use of Elective Exchanges Clause in Contracts

Elective Exchanges. (i) Upon the terms and subject to the conditions of this Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares of Class B Common Stock) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like) in consideration for, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock equal to the number of Class B Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging Holding Unitholder set forth in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon From and after the First Exchange Time, each Member shall be entitled, upon the terms and subject to the conditions of this hereof and the LLC Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Eventsurrender Exchangeable Units and, if such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Member also holds Class B Units and/or Class C Non-Voting Units to Holding (andCommon Stock, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal a corresponding number of shares of Class B Common Stock) Stock after taking into account the Exchange Rate (in each case, free and clear of all liens, encumbrances, rights Liens) to the Corporation in exchange for the delivery to such Member (or its designee) of first refusal and the like) in consideration foreither, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock that is equal to the number product of Class B the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) the applicable Cash Payment. Any exchange of Exchangeable Units and/or Class C Non-Voting Units exchangedand, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist)if applicable, and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Member may Exchange Class A Common Units at any time and from time to time, but a Member may not Exchange Class B Common Units more than once per fiscal quarter without the prior consent of the Corporation. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) that may be exchanged by any Member shall be the lesser of (A) 20,000 (twenty thousand) and (B) all of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. (ii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Corporation’s interest in the Company so acquired, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Corporation, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Corporation, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A Member shall exercise its right to effectuate an Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by such Member, (B) any certificates in such Member’s possession representing such Exchangeable Units, (C) any stock certificates in such Member’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. Unless such Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (ithe “Contribution Notice”) to the Company (with a copy to the exchanging Member) of its intended settlement method; provided that if the Corporation does not timely deliver or cause a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) A Member may specify, in an applicable Exchange Notice, that the Exchange is to be delivered at contingent (including as to timing) upon the offices occurrence of any transaction or event, including the then-acting registrar and transfer agent consummation of the Class A Common Stock a purchase by another Person (orwhether in a tender or exchange offer, if there is no then-acting registrar and transfer agent an underwritten offering, Change of the Class A Common Stock, at the principal executive offices of the CorporationControl transaction or otherwise) the number of shares of Class A Common Stock deliverable upon such Exchangeor any merger, registered consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary, a Member may withdraw or amend its Exchange Notice, in the name of the relevant exchanging Holding Unitholder (whole or in such other name as is requested in writing part, at any time prior to 5:00 p.m. Phoenix, Arizona time, on the Business Day immediately prior to the Exchange Date by giving written notice to the Holding UnitholderCompany (with a copy to the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in certificated or uncertificated formeffect, as may be requested by the exchanging Holding Unitholderif any, or and (iiC) if the Class A Common Stock is settled through the facilities of The Depository Trust CompanyMember so determines, upon the written instruction of the exchanging Holding Unitholder set forth a new Exchange Date or any other new or revised information permitted in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon Each Class A Unitholder shall be entitled, at any time and from time to time, upon the terms and subject to the conditions of this Agreementhereof, in to surrender Combined Units (with the event a Holding Unitholder wishes Class A Common Units surrendered to effect a Permitted Exchange Eventthe Company, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares of Class B Common Stock) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the likecorresponding Noneconomic Stock surrendered to the Public Offering Entity) in consideration forexchange for the delivery by the Company to the exchanging Class A Unitholder of, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender Public Offering Entity (as applicabledetermined solely by a majority of its directors who are disinterested), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (xA) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock (or Class D Common Stock, for Class A Unitholders for which the Noneconomic Stock comprising a portion of the Combined Units is Class C Common Stock and that are eligible to own Class C Common Stock pursuant to the certificate of incorporation (as then in effect) of the Public Offering Entity) that is equal to the product of the number of Class B Combined Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units surrendered multiplied by the Exchange Rate (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exista “Share Settlement”), and concomitantly with any which such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part shares of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock or Class D Common Stock, as applicable, may be contributed by the Public Offering Entity to the Company in exchange for Class A Common Units, or (B) an Exchangeamount of cash equal to the Cash Redemption Price of such shares net of any underwriters’ discounts, commissions and brokers’ fees that would be payable in connection with the Corporation shall registration and sale of such shares in a registered offering, as reasonably determined by the Manager (i) deliver or cause to be delivered at the offices a “Cash Settlement,” and any such exchange of the then-acting registrar and transfer agent of the Combined Units for Class A Common Stock or Class D Common Stock, as applicable, or cash, an “Exchange”); provided, for the avoidance of doubt, that the Public Offering Entity may make a Cash Settlement only to the extent that the Public Offering Entity has cash available in an amount equal to at least the Cash Redemption Price which was received pursuant to a contemporaneous public offering or private sale. Any such Exchange shall be for a minimum of the lowest of (ori) 5,000 Combined Units, if there is no then-acting registrar (ii) such other number of Combined Units as may be determined by the Manager with respect to any particular Exchange, and transfer agent (iii) all of the Combined Units held by such Class A Unitholder. Unless otherwise required by applicable law, the parties hereto acknowledge and agree that any Exchange shall be treated as a direct exchange of the Combined Units between the Public Offering Entity and the Class A Common StockUnitholder participating in the Exchange for U.S. federal and applicable state and local income tax purposes. (ii) A Class A Unitholder shall exercise its right to Exchange Combined Units as set forth in Section 9.9(a)(i) by delivering to (I) the Public Offering Entity, (A) a written election of exchange in respect of the Combined Units to be Exchanged (an “Exchange Notice”), duly executed by such Class A Unitholder, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the CorporationPublic Offering Entity or such address as designated by the Public Offering Entity, (B) any certificate(s) representing the number Noneconomic Stock included in such Combined Units, (C) if the Public Offering Entity requires the delivery of the certification contemplated by Section 9.12(b), such certification, or written notice from such Class A Unitholder that it is unable to provide such certification, and (D) in the case of an exchange of Class C Common Stock, a designation of whether the holder elects to receive shares of Class A Common Stock deliverable upon such Exchangeor Class D Common Stock and (II) the Company, registered in the name of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through Units included in such Combined Units (including, in each case, any certificates representing the facilities of The Depository Trust Company, upon underlying Class A Common Units issued to such Class A Unitholder according to the written instruction books and records of the Company and the Public Offering Entity, respectively); provided, that if any such certificate has been lost, then the exchanging Holding Class A Unitholder set forth may deliver, in lieu of such certificate, an affidavit of lost certificate. Upon a Class A Unitholder exercising its right to Exchange, the Exchange Notice, use its reasonable best efforts Company and the Public Offering Entity shall take such actions as may be required to deliver ensure that such Class A Unitholder receives the shares of Class A Common Stock deliverable to or Class D Common Stock, as applicable, or cash that such exchanging Holding Class A Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 9.9(a). Each Class A Unitholder may exercise its right to Exchange Combined Units only one time per calendar quarter. If an exchanging Class A Unitholder receives the shares of Class A Common Stock or Class D Common Stock, as applicable, or cash that it is entitled to receive in connection with an Exchange through pursuant to this Section 9.9(a) from the facilities Company pursuant to this Section 9.9(a)(ii), then the Class A Unitholder shall have no further right to receive shares of The Depository Trust CompanyClass A Common Stock or Class D Common Stock, as applicable, or cash in connection with that Exchange, and the Company shall be deemed to have satisfied its obligations under the account second sentence of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Noticethis Section 9.9(a)(ii). An Exchange pursuant to this Section 2.1(a)(i9.9(a) of Class B Units or Class C Non-Voting Units for Class A Common Stock will shall be deemed to have been effected on the Business Day immediately following the earliest Business Day as of which the Public Offering Entity and the Company have received the items specified in clauses (I) through (II) of the first sentence of this Section 9.9(a)(ii); provided that no Exchange shall be effected prior to the end of a month (or if such day is not a Business Day, the Business Day immediately prior to the close end of business a month) (such Business Day, the “Exchange Date”). Subject to the rights of Class A Unitholders to revoke an Exchange Notice in accordance with Section 9.9(a)(iii), on the Date Exchange Date, all rights of Exchange, and the Holding exchanging Class A Unitholder will be treated as a holder of the Combined Units that are subject to the Exchange shall cease, and, in the case of a Share Settlement, such Class A Unitholder shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock or Class D Common Stock, as applicable, to be received by the exchanging Class A Unitholder in respect of the close of business on such Date of Exchange. (iiiii) Following If, following its receipt of an Exchange Notice, the exercise Public Offering Entity is unable to deliver to the Class A Unitholder requesting such Exchange shares of Class A Common Stock that are covered under an effective registration statement under the Warrant Securities Act or that are otherwise freely tradeable or sellable by such Class A Unitholder, then the Public Offering Entity shall notify the requesting Class A Unitholder in writing of that fact, and such Class A Unitholder may, by written notice to the Company and the Public Offering Entity, revoke its Exchange Notice requesting such Exchange, whereupon the Exchange shall be terminated, the Combined Units so requested to be included in such Exchange shall be reinstated in the name of such holder, and any shares of Class A Common Stock or Class D Common Stock, as applicable, issued to such holder as a result of such Exchange shall be cancelled. (iv) Notwithstanding anything to the contrary in this Section 9.9, the Public Offering Entity (as determined solely by a Holder which is not Fifth Third Bank majority of its directors who are disinterested) may, in its sole and absolute discretion, elect to effect on the Exchange Date the exchange of Combined Units for the Share Settlement or an Affiliate the Cash Settlement, as the case may be, through a direct exchange of Fifth Third Banksuch Combined Units and the Share Settlement or the Cash Settlement, as applicable, between the applicable Class A Unitholder and the Public Offering Entity (a “Direct Exchange”). Upon such Direct Exchange pursuant to this Section 9.9(a)(iv), the issuance by Holding Public Offering Entity shall acquire the Combined Units and shall be treated for all purposes of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with this Agreement as the Warrant and the joinder owner of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i)Combined Units.

Elective Exchanges. (i) Upon Each Class A Unitholder shall be entitled, at any time and from time to time, upon the terms and subject to the conditions of this Agreementhereof, in to surrender Combined Units (with the event a Holding Unitholder wishes Class A Common Units surrendered to effect a Permitted Exchange Eventthe Company, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares of Class B Common Stock) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the likecorresponding Noneconomic Stock surrendered to the Public Offering Entity) in consideration forexchange for the delivery by the Company to the exchanging Class A Unitholder of, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender Public Offering Entity (as applicabledetermined solely by a majority of its directors who are disinterested), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (xA) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Class B Combined Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units surrendered multiplied by the Exchange Rate (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exista “Share Settlement”), and concomitantly with any which such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part shares of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock may be contributed by the Public Offering Entity to the Company in exchange for Class A Common Units, or (B) an Exchangeamount of cash equal to the Fair Market Value of such shares net of any underwriters’ discounts, commissions and brokers’ fees that would be payable in connection with the Corporation shall registration and sale of such shares in a registered offering, as reasonably determined by the Board (i) deliver or cause to be delivered at the offices a “Cash Settlement,” and any such exchange of the then-acting registrar and transfer agent of the Combined Units for Class A Common Stock or cash, an “Exchange”); provided that any such Exchange is for a minimum of the lower of (ori) 5,000 Combined Units, if there (ii) such other number of Combined Units as may be determined by the Board with respect to any particular Exchange, and (iii) all of the Combined Units held by such Class A Unitholder. Unless otherwise required by applicable law, except in the case of a Cash Settlement that is no then-acting registrar not funded, directly or indirectly, by the Public Offering Entity, the parties hereto acknowledge and transfer agent agree that any Exchange shall be treated as a direct exchange of the Combined Units between the Public Offering Entity and the Class A Common StockUnitholder participating in the Exchange for U.S. federal and applicable state and local income tax purposes. (ii) A Class A Unitholder shall exercise its right to Exchange Combined Units as set forth in Section 9.9(a)(i) by delivering to (I) the Public Offering Entity, (A) a written election of exchange in respect of the Combined Units to be Exchanged (an “Exchange Notice”), duly executed by such Class A Unitholder, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the CorporationPublic Offering Entity, (B) any certificate(s) representing the Noneconomic Stock included in such Combined Units, and (C) if the Public Offering Entity requires the delivery of the certification contemplated by Section 9.12(b), such certification, or written notice from such Class A Unitholder that it is unable to provide such certification, and (II) the number of shares of Class A Common Stock deliverable upon such ExchangeCompany, registered in the name of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Units included in such Combined Units (including, in each case, any certificates representing the underlying Class A Common Units and any stock certificates representing the underlying shares of Noneconomic Stock is settled through in each case issued to such Class A Unitholder according to the facilities of The Depository Trust Company, upon the written instruction books and records of the Company and the Public Offering Entity, respectively); provided, that if any such certificate has been lost, then the exchanging Holding Class A Unitholder set forth may deliver, in lieu of such certificate, an affidavit of lost certificate. Upon a Class A Unitholder exercising its right to Exchange, the Exchange Notice, use its reasonable best efforts Company and the Public Offering Entity shall take such actions as may be required to deliver ensure that such Class A Unitholder receives the shares of Class A Common Stock deliverable to or cash that such exchanging Holding Class A Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 9.9(a). If an exchanging Class A Unitholder receives the shares of Class A Common Stock or cash that it is entitled to receive in connection with an Exchange through pursuant to this Section 9.9(a) from the facilities Company pursuant to this Section 9.9(a)(ii), then the Class A Unitholder shall have no further right to receive shares of The Depository Trust CompanyClass A Common Stock or cash in connection with that Exchange, and the Company shall be deemed to have satisfied its obligations under the account second sentence of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Noticethis Section 9.9(a)(ii). An Exchange pursuant to this Section 2.1(a)(i9.9(a) of Class B Units or Class C Non-Voting Units for Class A Common Stock will shall be deemed to have been effected on the Business Day immediately prior following the earliest Business Day as of which the Public Offering Entity and the Company have received the items specified in clauses (I) through (II) of the first sentence of this Section 9.9(a)(ii) (such Business Day, the “Exchange Date”). Subject to the close rights of business Class A Unitholders to revoke an Exchange Notice in accordance with Section 9.9(a)(iii), on the Date Exchange Date, all rights of Exchange, and the Holding exchanging Class A Unitholder will be treated as a holder of the Combined Units that are subject to the Exchange shall cease, and, in the case of a Share Settlement, such Class A Unitholder shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock as to be received by the exchanging Class A Unitholder in respect of the close of business on such Date of Exchange. (iiiii) Following If, following its receipt of an Exchange Notice, the exercise Public Offering Entity is unable to deliver to the Class A Unitholder requesting such Exchange shares of Class A Common Stock that are covered under an effective registration statement under the Warrant Securities Act or that are otherwise freely tradeable or sellable by such Class A Unitholder, then the Public Offering Entity shall notify the requesting Class A Unitholder in writing of that fact, and such Class A Unitholder may, by written notice to the Company and the Public Offering Entity, revoke its Exchange Notice requesting such Exchange, whereupon the Exchange shall be terminated, the Combined Units so requested to be included in such Exchange shall be reinstated in the name of such holder, and any shares of Class A Common Stock issued to such holder as a result of such Exchange shall be cancelled. (iv) Notwithstanding anything to the contrary in this Section 9.9, the Public Offering Entity (as determined solely by a Holder which is not Fifth Third Bank majority of its directors who are disinterested) may, in its sole and absolute discretion, elect to effect on the Exchange Date the exchange of Combined Units for the Share Settlement or an Affiliate the Cash Settlement, as the case may be, through a direct exchange of Fifth Third Banksuch Combined Units and the Share Settlement or the Cash Settlement, as applicable, between the applicable Class A Unitholder and the Public Offering Entity (a “Direct Exchange”). Upon such Direct Exchange pursuant to this Section 9.9(a)(iv), the issuance by Holding Public Offering Entity shall acquire the Combined Units and shall be treated for all purposes of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with this Agreement as the Warrant and the joinder owner of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i)Combined Units.

Elective Exchanges. (i) Upon Subject to Section 2.1(d), and otherwise upon the terms and subject to the conditions hereof and of this the LLC Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding each Company Unitholder shall (i) deliver have the right during any Liquidity Period to Holding an Exchange Notice and (ii) surrender orCompany Exchangeable Units, in the absence of such surrenderand, be deemed to have for each Company Class B Unit surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares a corresponding share of Class B Common Stock) Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the likeLLC Agreement) to the Company and to thereby cause the Company to deliver to that Company Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Exchange”). (ii) For the avoidance of doubt, and notwithstanding anything else in consideration forthis Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, at in whole or in part, by delivery of the option Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that it determines to be detrimental to the Corporation, the Company, or their respective businesses, or that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established. (iii) The Corporation and the Company may from time to time, upon the consent of a majority of the Board (or a committee to which the Board has delegated such consideration authority), provide notice to each holder of one or more Company Exchangeable Units of a Liquidity Period. (iv) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, (A) a written election of exchange in respect of the Company Exchangeable Units to be delivered as promptly as practicable following such delivery and surrender or deemed surrender exchanged substantially in the form of Exhibit A hereto (as applicablean “Exchange Notice”), but in duly executed by such Company Unitholder, (B) any event within two Business Days after the Date of Exchange specified certificates in such Exchange NoticeCompany Unitholder’s possession representing such Company Exchangeable Units, (xC) a Cash Exchange Payment by Holding if applicable, any stock certificates in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and Company Unitholder’s possession representing the shares of Class B Common Stock automatically required to be surrendered in connection with an Exchange of Class B Units, and (D) such other information, documents or instruments as either the Company or the Corporation may reasonably require in connection with the Exchange. Provided that the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iv) have been delivered to the Company during a Liquidity Period, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi) or the Company has refused to honor the request in full pursuant to Section 2.1(a)(ii), an Exchange pursuant to this Section 2.1(a) shall be effected on the last day of such Liquidity Period, or such other date as the Corporation and the Company may determine (the “Exchange Date”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (v) At least two Business Days before the Exchange Date, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed cancelled concomitant with such paymentnot to have elected the Cash Settlement method. (vi) Notwithstanding anything herein to the contrary, without (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any action time prior to 5:00 p.m. New York City time, on the part Business Day immediately prior to the Exchange Date by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any Persontransaction or event, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder consummation of a number purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock equal or any merger, consolidation or other business combination. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Exchange Notice pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the number of Class B Units and/or Class C Non-Voting Units exchangedconsummation thereof, shall, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist)either case, and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction terminate all of the exchanging Holding Unitholder set forth in the Company Unitholder’s, Company’s and Corporation’s rights and obligations under this Section 2.1(a) arising from that particular Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon Each Class A Unitholder shall be entitled at any time and from time to time, upon the terms and subject to the conditions of this Agreementhereof, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Combined Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares of Class B Common Stock) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like) in consideration for, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) in exchange for the issuance by delivery to the Corporation to such Holding exchanging Class A Unitholder of (A) a number of shares of Class A Common Stock that is equal to the product of the number of Class B Combined Units and/or Class C Non-Voting surrendered multiplied by the Exchange Rate (an exchange of Combined Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the for Class A Common Stock, an “Exchange”); provided that any such Exchange is for a minimum of the least of (i) 5,000 Combined Units, (ii) such other number of Combined Units as may be determined by the Board with respect to any particular Exchange, and (iii) all of the Combined Units held by such Class A Unitholder. (ii) A Class A Unitholder shall exercise its right to Exchange Combined Units as set forth in Section 9.9(a)(i) by delivering to the Corporation, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the CorporationCorporation (A) a written election of exchange in respect of the number of Combined Units to be Exchanged (an “Exchange Notice”), duly executed by such Class A Unitholder, (B) any certificates representing such Combined Units (including any certificates representing the underlying Class A Common Units, and any stock certificates representing the underlying shares of Class B Common Stock, in each case issued to such Class A Common Stock deliverable upon Unitholder according to the books and records of the Company and the Corporation as applicable), provided that if any such certificate has been lost, the exchanging Class A Unitholder may deliver, in lieu of such certificate, an affidavit of lost certificate, and (C) if the Corporation requires the delivery of the certification contemplated by Section 9.9(b), such certification or written notice from such Class A Unitholder that it is unable to provide such certification. Upon a Class A Unitholder exercising its right to Exchange, registered in the name of the relevant exchanging Holding Unitholder (or in Corporation shall take such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, actions as may be requested by the exchanging Holding Unitholder, or (ii) if the required to ensure that such Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging Holding Unitholder set forth in the Exchange Notice, use its reasonable best efforts to deliver receives the shares of Class A Common Stock deliverable to that such exchanging Holding Class A Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 9.9(a). If an exchanging Class A Unitholder receives the shares of Class A Common Stock that it is entitled to receive in connection with an Exchange through pursuant to this Section 9.9(a) from the facilities Corporation pursuant to this Section 9.9(a)(ii), the Class A Unitholder shall have no further right to receive shares of The Depository Trust CompanyClass A Common Stock from the Corporation in connection with that Exchange, and the Corporation shall be deemed to have satisfied its obligations under the account second sentence of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Noticethis Section 9.9(a)(ii). An Exchange pursuant to this Section 2.1(a)(i9.9(a) of Class B Units or Class C Non-Voting Units for Class A Common Stock will shall be deemed to have been effected immediately prior to the close of business on the Date Business Day (such Business Day, the “Exchange Date”) immediately following the earliest Business Day as of Exchangewhich the Corporation has received the items specified in clauses (A)-(D) of the first sentence of this Section 9.9(a)(ii). On the Exchange Date, and all rights of the Holding exchanging Class A Unitholder will be treated as a holder of the Combined Units that are subject to the Exchange shall cease, and such Class A Unitholder shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock as to be received by the exchanging Class A Unitholder in respect of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon From and after the First Exchange Time, each Member shall be entitled, upon the terms and subject to the conditions of this hereof and the LLC Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Eventsurrender Exchangeable Units and, if such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Member also holds Class B Units and/or Class C Non-Voting Units to Holding (andCommon Stock, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal a corresponding number of shares of Class B Common Stock) Stock after taking into account the Exchange Rate (in each case, free and clear of all liens, encumbrances, rights Liens) to the Corporation in exchange for the delivery to such Member (or its designee) of first refusal and the like) in consideration foreither, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock that is equal to the number product of Class B the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) the applicable Cash Payment. Any exchange of Exchangeable Units and/or Class C Non-Voting Units exchangedand, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist)if applicable, and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Member may Exchange Class A Common Units at any time and from time to time, but a Member may not Exchange Class B Common Units more than once per fiscal quarter without the prior consent of the Corporation. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) that may be exchanged by any Member shall be the lesser of (A) 20,000 (twenty thousand) and (B) all of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. (ii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Corporation’s interest in the Company so acquired, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Corporation, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Corporation, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A Member shall exercise its right to effectuate an Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”), duly executed by such Member, (B) any certificates in such Member’s possession representing such Exchangeable Units, (C) any stock certificates in such Member’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. Unless such Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (ithe “Contribution Notice”) to the Company (with a copy to the exchanging Member) of its intended settlement method; provided that if the Corporation does not timely deliver or cause a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) A Member may specify, in an applicable Exchange Notice, that the Exchange is to be delivered at contingent (including as to timing) upon the offices occurrence of any transaction or event, including the then-acting registrar and transfer agent consummation of the Class A Common Stock a purchase by another Person (orwhether in a tender or exchange offer, if there is no then-acting registrar and transfer agent an underwritten offering, Change of the Class A Common Stock, at the principal executive offices of the CorporationControl transaction or otherwise) the number of shares of Class A Common Stock deliverable upon such Exchangeor any merger, registered consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary, a Member may withdraw or amend its Exchange Notice, in the name of the relevant exchanging Holding Unitholder (whole or in such other name as is requested in writing part, at any time prior to 5:00 p.m. Phoenix, Arizona time, on the Business Day immediately prior to the Exchange Date by giving written notice to the Holding UnitholderCompany (with a copy to the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in certificated or uncertificated formeffect, as may be requested by the exchanging Holding Unitholderif any, or and (iiC) if the Class A Common Stock is settled through the facilities of The Depository Trust CompanyMember so determines, upon the written instruction of the exchanging Holding Unitholder set forth a new Exchange Date or any other new or revised information permitted in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).