Common use of Exercise of Exchange Right Subsequent to Retraction Clause in Contracts

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to Trustee instructing Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its retraction right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo Exchangeco pursuant to Section 6.6 6.1(d) of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law Law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Exchangeco and provided that ExchangeCo neither US Gold nor Callco shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has shall not have revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 6.1(e) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary promptly to immediately notify the Trustee of the such prohibition against ExchangeCo redeeming all of the Retracted Shares Exchangeco and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares Transfer Agent (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 6.1(a) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent US Gold or, at US Gold's option, Callco, to purchase such shares in accordance with the provisions of this Article ARTICLE 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article section 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo Exchangeco pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo NovaScotiaco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 section 6.7 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to Trustee the Agent instructing Trustee the Agent to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with Trustee the Agent and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to Trustee the Agent all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and Trustee the Agent will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 Section 3.5 of the Exchangeable Share Provisions to require ExchangeCo Amalco to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo Amalco pursuant to Section 6.6 3.5 of the Exchangeable Share Provisions that ExchangeCo Amalco will not be permitted as a result of liquidity or solvency requirements provisions of applicable law to redeem all such Retracted Shares, subject to receipt by the Holder of written notice to that effect from Amalco and provided that ExchangeCo Pubco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo Amalco pursuant to Section 6.1 3.5(a) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to Trustee instructing Trustee to Pubco of the exercise of the Exchange Right with respect to those Retracted Shares that ExchangeCo which Amalco is unable to redeem. In any such event, ExchangeCo Amalco hereby agrees with Trustee and in favour the Holder immediately to notify the Holder of the Beneficiary to immediately notify Trustee of the such prohibition against ExchangeCo Amalco's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to Trustee the Holder all relevant materials delivered by the Beneficiary Holder to ExchangeCo Amalco or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and Trustee the Holder will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo which Amalco is not permitted to redeem and will require Parent Pubco to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo RVI Sub to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “Retracted Shares”) and is notified by ExchangeCo RVI Sub pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo RVI Sub will not be permitted as a result of liquidity or solvency requirements provisions of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from RVI Sub and provided that ExchangeCo RVI shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo RVI Sub pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which RVI Sub is unable to redeem. In any such event, ExchangeCo RVI Sub hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo RVI Sub’s redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo RVI Sub or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo which RVI Sub is not permitted to redeem and will require Parent RVI to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo PTI Holdco to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo PTI Holdco pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo PTI Holdco will not be permitted as a result of liquidity or solvency requirements provisions of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from PTI Holdco and provided that ExchangeCo OSI or OSI ULC shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo PTI Holdco pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which PTI Holdco is unable to redeem. In any such event, ExchangeCo PTI Holdco hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo PTI Holdco's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo PTI Holdco or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo which PTI Holdco is not permitted to redeem and will require Parent OSI or OSI ULC to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo Exchangeco pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Callco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from Exchangeco or Lululemon (which, in such circumstances, Lululemon covenants to provide or cause to be provided to the Trustee), the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent Lululemon to purchase such shares in accordance with the provisions of this Article 53.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo Exchangeco pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo MEC shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo Exchangeco pursuant to Section section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to Trustee instructing Trustee to exercise Holder exercising the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with Trustee MEC and in favour of the Beneficiary Holder to immediately notify Trustee MEC of the such prohibition against ExchangeCo Exchangeco redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to Trustee MEC all relevant materials delivered by the Beneficiary Holder to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and Trustee MEC will thereupon exercise purchase, pursuant to the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 5, the Retracted Shares that Exchangeco is not permitted to redeem.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Canadian Sub to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo Canadian Sub pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Canadian Sub will not be permitted as a result of solvency requirements or other provisions of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo CallRightCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Canadian Sub pursuant to Section 6.1 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from Canadian Sub or Parent, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Canadian Sub is unable to redeem. In any such event, ExchangeCo Canadian Sub hereby agrees with the Trustee and in favour of the Beneficiary immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Canadian Sub redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Canadian Sub or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Canadian Sub is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo US Co Sub to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo US Co Sub pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo US Co Sub will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from US Co Sub and provided that ExchangeCo US Co shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo US Co Sub pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which US Co Sub is unable to redeem. In any such event, ExchangeCo US Co Sub hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo US Co Sub redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo US Co Sub or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo US Co Sub is not permitted to redeem and will require Parent US Co to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “Retracted Shares”) and is notified by ExchangeCo the Corporation pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from the Corporation and provided that ExchangeCo ParentCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo the Corporation pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or Holder to the transfer agent of the Exchangeable Shares Corporation (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo which the Corporation is not permitted to redeem and will require Parent ParentCo or ParentCo Sub to purchase such shares in accordance with the provisions of this Article 53.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its retraction right under Article Section 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo Exchangeco pursuant to Section 6.6 6(a)(iii) of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Exchangeco, and provided that ExchangeCo neither Akerna nor Callco shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has shall not have revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 6(a)(iv) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with Trustee the Trustee, and in favour of the Beneficiary Beneficiary, promptly to immediately notify the Trustee of the such prohibition against ExchangeCo redeeming all of the Retracted Shares Exchangeco and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) Transfer Agent in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent Akerna or, at the option of Akerna, Callco to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Merilus Canada to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo Merilus Canada pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Merilus Canada will not be permitted as a result of liquidity or solvency requirements provisions of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Merilus Canada and provided that ExchangeCo shall Merilus USA will not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo Merilus Canada pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which Merilus Canada is unable to redeem. In any such event, ExchangeCo Merilus Canada hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Merilus Canada's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo Merilus Canada or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Trustee will thereupon thereon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo which Merilus Canada is not permitted to redeem and will require Parent Merilus USA to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo Exchangeco pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Callco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section section 6.1 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from Exchangeco or Coors, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent Coors to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo SMTC Canada to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo SMTC Canada pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo SMTC Canada will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from SMTC Canada, and provided that ExchangeCo SMTC Nova Scotia shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request Retraction Request delivered by the Beneficiary to ExchangeCo SMTC Canada pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo SMTC Canada is unable to redeem. In any such event, ExchangeCo SMTC Canada hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify the Trustee of the such prohibition against ExchangeCo SMTC Canada redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo SMTC Canada or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request Retraction Request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo SMTC Canada is not permitted to redeem and will require Parent SMTC to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 5 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 section 5.6 of the Exchangeable Share Provisions that ExchangeCo will the Corporation is not be permitted as a result of solvency requirements of applicable law to redeem all of such Retracted Shares, and provided that ExchangeCo Orbital shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 of the Exchangeable Share ProvisionsShares, the retraction request will shall constitute and will shall be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 section 5.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will shall thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require Parent Orbital to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “Retracted Shares”) and is notified by ExchangeCo the Corporation pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from the Corporation and provided that ExchangeCo neither ParentCo nor ParentCo Sub shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo the Corporation pursuant to Section 6.1 6.7 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or Holder to the transfer agent of the Exchangeable Shares Corporation (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo which the Corporation is not permitted to redeem and will require Parent ParentCo or ParentCo Sub to purchase such shares in accordance with the provisions of this Article 56.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify the Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that If a Beneficiary Holder has exercised its right rights under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “Retracted Shares”) and is notified by ExchangeCo the Corporation pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted permitted, as a result of the solvency requirements requirement, other provisions of applicable law or other restrictions specified in Section 6.6 of the Exchangeable Share Provisions, to redeem all such Retracted Shares, and then, provided that ExchangeCo neither U.S. Company nor a Permitted Subsidiary shall not have exercised the Retraction Call Right with respect to the Retracted Shares and further provided that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo the Corporation pursuant to Section 6.1 6.8 of the Exchangeable Share Provisions, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Beneficiary to Trustee instructing Trustee to Holder of the exercise of the Exchange Right with respect to those Retracted Shares that ExchangeCo which the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with Trustee and in favour of the Beneficiary to immediately notify Trustee the Holder of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares Shares. Without in any way limiting the Exchange Right or Automatic Exchange Rights and to promptly to forward or cause to be forwarded to Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or to the transfer agent notwithstanding Section 6.6(b) of the Exchangeable Share Provisions, the Corporation agrees to redeem in accordance with the Exchangeable Share Provisions the Retracted Shares (including without limitationspecified in a Retraction Request given at any time by a Holder, provided that neither U.S. Company nor a copy Permitted Subsidiary shall have exercised the Retraction Call Right with respect to such Retracted Shares, the redemption of the retraction request delivered pursuant Retracted Shares would not be contrary to solvency requirements or any other provision of applicable law (other than Section 6.1 6.6(b) of the Exchangeable Share Provisions) and that the Holder is not an “eligible investor”, as defined in the Small Business Venture Capital Act (British Columbia), as amended or substituted from time to time, that has invested in the Corporation in connection with an approval granted under Part II of such proposed redemption of the Retracted Shares and Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 5Act.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Company to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo the Company pursuant to Section 6.6 6.7 of the Exchangeable Share Provisions that ExchangeCo the Company will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Holdco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo the Company pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which the Company is unable to redeem. In any such event, ExchangeCo the Company hereby agrees with the Trustee and in favour favor of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Company redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo the Company or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Company is not permitted to redeem and will require Parent Holdco to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Company to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”"RETRACTED SHARES") and is notified by ExchangeCo Company pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo Company will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo CanCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Company pursuant to Section 6.1 section 6.7 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares which Company states that ExchangeCo it is unable to redeem. In any such event, ExchangeCo Company hereby agrees with the Trustee and in favour of the Beneficiary immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Company redeeming all of the Retracted Shares (indicating specifically the extent and to promptly impact of such prohibition) and immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Company or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Company has stated that it is not permitted to redeem and will require the Parent to purchase such shares in accordance with the provisions of this Article 52.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary --------------------------------------------------- Holder has exercised its right under Article 6 5 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 section 5.6 of the Exchangeable Share Provisions that ExchangeCo will the Corporation is not be permitted as a result of solvency requirements of applicable law to redeem all of such Retracted Shares, and provided that ExchangeCo Sonic shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 of the Exchangeable Share ProvisionsShares, the retraction request will shall constitute and will shall be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 section 5.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will shall thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require Parent Sonic to purchase such shares in accordance with the provisions of this Article 5.Article

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Canco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”"RETRACTED SHARES") and is notified by ExchangeCo Canco pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Canco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Callco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Canco pursuant to Section 6.1 6.7 of the Exchangeable Share Provisions, and provided further that the Trustee has received written notice of same from Canco or Acquiror, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Canco is unable to redeem. In any such event, ExchangeCo Canco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Canco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Canco is not permitted to redeem and will require Parent Acquiror to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its retraction right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo Exchangeco pursuant to Section 6.6 6.1(d) of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law Law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Exchangeco and provided that ExchangeCo neither US Gold nor Callco shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has shall not have revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 6.1(e) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary promptly to immediately notify the Trustee of the such prohibition against ExchangeCo redeeming all of the Retracted Shares Exchangeco and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares Transfer Agent (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 6.1(a) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent US Gold or, at US Gold’s option, Callco, to purchase such shares in accordance with the provisions of this Article ARTICLE 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo the Parent shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo the Corporation pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require the Parent to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its retraction right under Article Section 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo Exchangeco pursuant to Section 6.6 6(a)(iii) of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Exchangeco, and provided that ExchangeCo neither Molycorp nor Callco shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has shall not have revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 6(a)(iv) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with Trustee the Trustee, and in favour of the Beneficiary Beneficiary, promptly to immediately notify the Trustee of the such prohibition against ExchangeCo redeeming all of the Retracted Shares Exchangeco and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) Transfer Agent in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent Molycorp or, at the option of Molycorp, Callco to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the CN Exchangeable Share Provisions to require ExchangeCo CN to redeem any or all of the CN Exchangeable Shares held by the Beneficiary (the “``Retracted Shares”'') and is notified by ExchangeCo CN pursuant to Section section 6.6 of the CN Exchangeable Share Provisions that ExchangeCo CN will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo [NAR Subco] shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo CN pursuant to Section section 6.1 of the CN Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo CN is unable to redeem. In any such event, ExchangeCo CN hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo CN or to the transfer agent of the Exchangeable Shares CN Stapled Units (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the CN Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo CN is not permitted to redeem and will require Parent Newco to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Services to redeem any or all of the Series 1 Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo Services pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Services will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Services and provided that ExchangeCo Weatherford shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo Services pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which Services is unable to redeem. In any such event, ExchangeCo Services hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Services redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo Services or to the transfer agent of the Series 1 Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Services is not permitted to redeem and will require Parent Weatherford to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”"RETRACTED SHARES") and is notified by ExchangeCo pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo CallCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify the Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent Shire to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Non-Affiliated Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Non-Affiliated Holder (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 6.1(4) of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from the Corporation and provided that ExchangeCo neither the Parent nor Smithfield Sub shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has Non-Affiliated Holder shall not have revoked the retraction request delivered by the Beneficiary Non-Affiliated Holder to ExchangeCo the Corporation pursuant to Section 6.1 6.1(5) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Non-Affiliated Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary Non-Affiliated Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Non-Affiliated Holder to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares Transfer Agent (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 6.1(1) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require the Parent or, at the Parent's option, Smithfield Sub, to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its retraction right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Canadian Exchange Co. to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo Canadian Exchange Co. pursuant to Section 6.6 6.1(4) of the Exchangeable Share Provisions that ExchangeCo Canadian Exchange Co. will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Canadian Exchange Co. and provided that ExchangeCo neither US Gold nor Alberta ULC shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has shall not have revoked the retraction request delivered by the Beneficiary to ExchangeCo Canadian Exchange Co. pursuant to Section 6.1 6.1(5) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Canadian Exchange Co. is unable to redeem. In any such event, ExchangeCo Canadian Exchange Co. hereby agrees with the Trustee and in favour of the Beneficiary immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Canadian Exchange Co. redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Canadian Exchange Co. or to the transfer agent of the Exchangeable Shares Transfer Agent (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 6.1(1) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Canadian Exchange Co. is not permitted to redeem and will require Parent US Gold or, at US Gold’s option, Alberta ULC, to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”"RETRACTED SHARES") and is notified by ExchangeCo Exchangeco pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements or other provisions of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Newco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 of the Exchangeable Share Provisions, and provided further that the Trustee has received written notice of the same from Redback or Exchangeco (which, in such circumstances, Redback hereby undertakes to give or cause to be given to the Trustee), the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent Redback to purchase such shares in accordance with the provisions of this Article 5Section 3.0.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”"RETRACTED SHARES") and is notified by ExchangeCo Exchangeco pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Callco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 6.7 of the Exchangeable Share Provisions, and provided further that the Trustee has received written notice of same from Exchangeco or Duke Energy, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent Duke Energy to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo Exchangeco pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Callco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 6.7 of the Exchangeable Share Provisions, and provided further that the Trustee has received written notice of same from Exchangeco or Acquiror, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent Acquiror to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Jaws Canada to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo Jaws Canada pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Jaws Canada will not be permitted as a result of liquidity or solvency requirements provisions of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Jaws Canada and provided that ExchangeCo Jaws US shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo Jaws Canada pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which Jaws Canada is unable to redeem. In any such event, ExchangeCo Jaws Canada hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Jaws Canada's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo Jaws Canada or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo which Jaws Canada is not permitted to redeem and will require Parent Jaws US to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Vivendi Universal Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo pursuant to Section Vivendi Universal Exchangeco under section 6.6 of the Exchangeable Share Provisions that ExchangeCo Vivendi Universal Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Vivendi Universal Holdings shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section Vivendi Universal Exchangeco under section 6.1 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from Vivendi Universal Exchangeco or Vivendi Universal Holdings, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those 6 7 Retracted Shares that ExchangeCo Vivendi Universal Exchangeco is unable to redeem. In any such event, ExchangeCo Vivendi Universal Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Vivendi Universal Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section under section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Vivendi Universal Exchangeco is not permitted to redeem and will require Parent Vivendi to purchase such shares in accordance with the provisions of this Article 54.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo Exchangeco pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Callco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 6.7 of the Exchangeable Share Provisions, and provided further that the Trustee has received written notice of same from Exchangeco or Duke Energy, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent Duke Energy to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Non-Affiliated Holder has exercised its right under Article 6 of the Exchangeable Preferred Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Preferred Shares held by the Beneficiary Non-Affiliated Holder (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 6.1(4) of the Exchangeable Preferred Share Provisions that ExchangeCo the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo neither the Parent nor VM Sub shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has Non-Affiliated Holder shall not have revoked the retraction request delivered by the Beneficiary Non-Affiliated Holder to ExchangeCo the Corporation pursuant to Section 6.1 6.1(5) of the Exchangeable Preferred Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Non-Affiliated Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary to Non-Affiliated Holder immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or Non-Affiliated Holder to the transfer agent of the Exchangeable Shares Corporation (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 6.1(1) of the Exchangeable Preferred Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require the Parent or, at the Parent's option, VM Sub, to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo RVI Sub to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo RVI Sub pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo RVI Sub will not be permitted as a result of liquidity or solvency requirements provisions of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from RVI Sub and provided that ExchangeCo RVI shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo RVI Sub pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which RVI Sub is unable to redeem. In any such event, ExchangeCo RVI Sub hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo RVI Sub's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo RVI Sub or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo which RVI Sub is not permitted to redeem and will require Parent RVI to purchase such shares in accordance with the provisions of this Article 5.. Stamp or Other Transfer Taxes Upon any sale of Exchangeable Shares to RVI pursuant to the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing RVI Common Stock to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Holder of the Exchangeable Shares so sold or in such names as such Holder may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold, provided, however, that such Holder: shall pay (and none of RVI, RVI Sub, RVI Holdco, API or the Trustee shall be required to pay) any documentary, stamp, transfer or other similar taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a person other than such Holder; or shall have established to the satisfaction of the Trustee, RVI and API that such taxes, if any, have been paid. RVI, RVI Sub, RVI Holdco and the Trustee (as directed in writing by RVI) shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any Holder such amounts as RVI, RVI Sub, RVI Holdco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded unless such Holder provides to RVI and the Trustee certificates or such other assurances as are provided for under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or such other applicable taxation provisions. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Holder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority as and when required. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a Holder exceeds the cash portion, if any, of the consideration otherwise payable to the Holder, RVI, RVI Sub, RVI Holdco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to RVI, RVI Sub, RVI Holdco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and RVI, RVI Sub, RVI Holdco or the Trustee, as the case may be, shall notify the Holder and remit to such Holder any unapplied balance of the net proceeds of such sale. Notice of Insolvency Event Immediately upon the occurrence of an Insolvency Event or any event which with the giving of notice or the passage of time or both would be an Insolvency Event, RVI Sub and RVI shall give written notice thereof to the Trustee. As soon as practicable after receiving notice from RVI Sub or RVI of the occurrence of an Insolvency Event, the Trustee will mail to each Holder, at the expense of RVI, a notice of such Insolvency Event in the form provided by RVI, which notice shall contain a brief statement of the right of the Holders with respect to the Exchange Right. Qualification of RVI Common Stock RVI covenants with the Trustee for the benefit of Holders that if any shares of RVI Common Stock to be issued and delivered pursuant to the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights require registration or qualification with or approval of or the filing of any document including any prospectus or similar document, the taking of any proceeding with or the obtaining of any order, ruling or consent from any governmental or regulatory authority under any Canadian or United States federal, provincial or state law or regulation or pursuant to the rules and regulations of any regulatory authority, or the fulfillment of any other legal requirement (collectively, the "Applicable Laws") before such shares may be issued and delivered by RVI to the initial holder thereof (other than RVI Sub) or in order that such shares may be freely traded thereafter (other than any restrictions on transfer by reason of a holder being a "control person" of RVI for purposes of Canadian provincial securities law or an "affiliate" of RVI for purposes of United States federal or state securities law), RVI will in good faith expeditiously take all such actions and do all such things as are necessary to cause such shares of RVI Common Stock to be and remain duly registered, qualified or approved to the extent expressly provided in the Combination Agreement. RVI represents and warrants that it has in good faith taken all actions and done all things as are necessary under Applicable Laws as they exist on the date hereof to cause the shares of RVI Common Stock to be issued and delivered pursuant to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and to be freely tradeable thereafter (other than restrictions on transfer by reason of a holder being a "control person" of RVI for the purposes of Canadian provincial securities law or an "affiliate" of RVI for the purposes of United States federal or state securities law). RVI will in good faith expeditiously take all such actions and do all such things as are necessary to cause all shares of RVI Common Stock to be delivered pursuant to the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which such shares are listed, quoted or posted for trading at such time. Reservation of Shares of RVI Common Stock RVI hereby represents, warrants and covenants with the Trustee for the benefit of the Holders that it has irrevocably reserved for issuance and will at all times keep available, free from pre-emptive and other rights, out of its authorized and unissued capital stock such number of shares of RVI Common Stock: as is equal to the sum of the number of Exchangeable Shares issued and outstanding from time to time, and the number of shares of RVI Common Stock issuable pursuant to the RVI Stock Options outstanding on the date hereof; and as are now and may hereafter be required to enable and permit RVI Sub to meet its obligations hereunder, under the Certificate of Incorporation of RVI, under the Support Agreement, under the Exchangeable Share Provisions and under any other security or commitment pursuant to the Arrangement with respect to which RVI may now or hereafter be required to issue shares of RVI Common Stock. Automatic Exchange on Liquidation of RVI RVI will give the Trustee written notice of each of the following events at the time set forth below: in the event of any determination by the board of directors of RVI to institute voluntary liquidation, dissolution or winding-up proceedings with respect to RVI or to effect any other distribution of assets of RVI among its stockholders for the purpose of winding-up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and immediately, upon the earlier of receipt by RVI of notice of, and RVI otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of RVI or to effect any other distribution of assets of RVI among its stockholders for the purpose of winding up its affairs. Immediately following receipt by the Trustee from RVI of notice of any event (a "Liquidation Event") contemplated by Section 5.12(a) above, the Trustee will give notice thereof to the Holders. Such notice will be provided by RVI to the Trustee and shall include a brief description of the automatic exchange of Exchangeable Shares for shares of RVI Common Stock provided for in Section 5.12(c) below. In order that the Holders will be able to participate on a pro rata basis with the holders of RVI Common Stock in the distribution of assets of RVI in connection with a Liquidation Event, immediately prior to the effective time (the "Liquidation Event Effective Time") of a Liquidation Event, all of the then outstanding Exchangeable Shares shall be automatically exchanged for shares of RVI Common Stock. To effect such automatic exchange, RVI or, at the option of RVI, RVI Holdco, shall be deemed to have purchased each Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Time and held by Holders, and each Holder shall be deemed to have sold the Exchangeable Shares held by it at such time, for a purchase price per share equal to the Exchangeable Share Price applicable at such time. In connection with such automatic exchange, RVI will provide to the Trustee an Officer's Certificate setting forth the calculation of the Exchangeable Share Price for each Exchangeable Share. The closing of the transaction of purchase and sale contemplated by Section 5.12(c) above shall be deemed to have occurred immediately prior to the Liquidation Event Effective Time, and each Holder of Exchangeable Shares shall be deemed to have transferred to RVI or RVI Holdco, as the case may be, all of the Holder's right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares, and RVI or RVI Holdco, as the case may be, shall deliver to the Holder the Exchangeable Share Consideration deliverable upon the automatic exchange of Exchangeable Shares. Concurrently with such Holder's ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI Common Stock issued to it pursuant to the automatic exchange of Exchangeable Shares for RVI Common Stock, and the certificates held by the Holder previously representing the Exchangeable Shares exchanged by the Holder with RVI or RVI Holdco, as the case may be, pursuant to such automatic exchange shall thereafter be deemed to represent the shares of RVI Common Stock issued to the Holder by RVI or RVI Holdco, as the case may be, pursuant to such automatic exchange. Upon the request of a Holder and the surrender by the Holder of Exchangeable Share certificates deemed to represent shares of RVI Common Stock, duly endorsed in blank and accompanied by such instruments of transfer as RVI may reasonably require, RVI or RVI Holdco, as the case may be, shall deliver or cause to be delivered to the Holder certificates representing the shares of RVI Common Stock of which the Holder is the holder. Notwithstanding the foregoing, until each Holder is actually entered on the register of holders of RVI Common Stock, such Holder shall be deemed to still be a holder of the transferred Exchangeable Shares for purposes of all Voting Rights with respect thereto. Restrictions on Issuance of RVI Special Voting Stock During the term of this agreement, RVI will not issue any shares of RVI Special Voting Stock in addition to the Voting Share. Concerning the Trustee Powers and Duties of the Trustee The rights, powers and authorities of the Trustee under this agreement, in its capacity as trustee of the Trust, shall include: receipt and deposit of the Voting Share from RVI as trustee for and on behalf of the Holders in accordance with the provisions of this agreement; granting proxies and distributing materials to Holders as provided in this agreement; voting the Holder Votes in accordance with the provisions of this agreement; receiving the grant of the Exchange Put Right and the Exchange Right and the Automatic Exchange Rights from RVI as trustee for and on behalf of the Holders in accordance with the provisions of this agreement; exercising the Exchange Put Right and the Exchange Right and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the provisions of this agreement, and in connection therewith receiving from Holders Exchangeable Shares and other requisite documents and distributing to such Holders the shares of RVI Common Stock and cheques, if any, to which such Holders are entitled upon the exercise of the Exchange Put Right and the Exchange Right or pursuant to the Automatic Exchange Rights, as the case may be; holding title to the Trust Estate; investing any moneys forming, from time to time, a part of the Trust Estate as provided in this agreement; taking action at the direction of a Holder or Holders to enforce the obligations of RVI under this agreement; and taking such other actions and doing such other things as are specifically provided in this agreement. In the exercise of such rights, powers and authorities, the Trustee shall have (and is granted) such incidental and additional rights, powers and authority not in conflict with any of the provisions of this agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers and authorities by the Trustee shall be final, conclusive and binding upon all persons. For greater certainty, the Trustee shall have only those duties as are set out specifically in this agreement. The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith with a view to the best interests of the Holders and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof nor shall the Trustee be required to take any notice of, or to do or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee and in the absence of such notice the Trustee may for all purposes of this agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. No Con

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo SIL to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “Retracted Shares”") and is notified by ExchangeCo SIL pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo SIL will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from SIL and provided that ExchangeCo Shannon shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo SIL pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which SIL is unable to redeem. In any such event, ExchangeCo SIL hereby agrees with the Trustee and in favour favor of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo SIL redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo or to the transfer agent of the Exchangeable Shares SIL (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 6. I of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo SIL is not permitted to redeem and will require Parent Shannon to purchase such shares in accordance with the provisions t▇▇ ▇▇▇▇isions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo NPS - Allelix Inc. to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo NPS - Allelix Inc. pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo NPS - Allelix Inc. will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo NPS Holdings shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo NPS - Allelix Inc. pursuant to Section section 6.1 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from NPS - Allelix Inc. or NPS, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo NPS - Allelix Inc. is unable to redeem. In any such event, ExchangeCo NPS - Allelix Inc. hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo NPS - Allelix Inc. or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo NPS - Allelix Inc. is not permitted to redeem and will require Parent NPS to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Newco II to redeem all or any or all part comprising at least the Minimum Number of the Exchangeable Shares held by the Beneficiary Holder (the “Retracted Shares”"RETRACTED SHARES") and is notified by ExchangeCo Newco II pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Newco II will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, and provided subject to receipt by the Holders of written notice to that ExchangeCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares effect from Newco II and that the Beneficiary Holder has not revoked the retraction request Retraction Request delivered by the Beneficiary Holder to ExchangeCo Newco II pursuant to Section 6.1 6.7 of the Exchangeable Share Provisions, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Beneficiary Holder to Trustee instructing Trustee Parent and Newco I with respect to the exercise of the Exchange Right with respect to those Retracted Shares that ExchangeCo which Newco II is unable to redeem. In any such event, ExchangeCo Newco II hereby agrees with Trustee and in favour immediately to notify the Holder of the Beneficiary to immediately notify Trustee of the such prohibition against ExchangeCo Newco II's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to Trustee the Holder all relevant materials delivered by the Beneficiary Holder to ExchangeCo or to the transfer agent of the Exchangeable Shares Newco II (including without limitation, limitation a copy of the retraction request Retraction Request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and Trustee Newco I and/or Parent will thereupon exercise the Exchange Right with respect to purchase the Retracted Shares that ExchangeCo which Newco II is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 5redeem.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 5 of the Exchangeable Share Provisions to require ExchangeCo the Acquisition Sub to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo Acquisition Sub pursuant to Section 6.6 section 5.6 of the Exchangeable Share Provisions that ExchangeCo will Acquisition Sub is not be permitted as a result of solvency requirements of applicable law to redeem all of such Retracted Shares, and provided that ExchangeCo Parent shall not have exercised the Retraction Call Right with respect to the Retracted Shares Shares, and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo Acquisition Sub pursuant to Section 6.1 Article 5 of the Exchangeable Share Provisions, the retraction request will shall constitute and will shall be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Acquisition Sub is unable to redeem. In any such event, ExchangeCo Acquisition Sub hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Acquisition Sub redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo Acquisition Sub or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 section 5.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will shall thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Acquisition Sub is not permitted to redeem and will require and, subject to the provisions of section 5.13 hereof, Parent to shall purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Company to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”"RETRACTED SHARES") and is notified by ExchangeCo Company pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo Company will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Parent shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Company pursuant to Section 6.1 section 6.7 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from Company or Parent, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Company is unable to redeem. In any such event, ExchangeCo Company hereby agrees with the Trustee and in favour of the Beneficiary to immediately promptly notify the Trustee of the such prohibition against ExchangeCo Company redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Company or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Company is not permitted to redeem and in respect of which Parent has not exercised its Retraction Call Right and will require Parent to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Newco II to redeem all or any or all part comprising at least the Minimum Number of the Exchangeable Shares held by the Beneficiary Holder (the “Retracted Shares”"RETRACTED SHARES") and is notified by ExchangeCo Newco II pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Newco II will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, and provided subject to receipt by the Holders of written notice to that ExchangeCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares effect from Newco II and that the Beneficiary Holder has not revoked the retraction request Retraction Request delivered by the Beneficiary Holder to ExchangeCo Newco II pursuant to Section 6.1 6.7 of the Exchangeable Share Provisions, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Beneficiary Holder to Trustee instructing Trustee Parent and Newco I with respect to the exercise of the Exchange Right with respect to those Retracted Shares that ExchangeCo which Newco II is unable to redeem. In any such event, ExchangeCo Newco II hereby agrees with Trustee and in favour immediately to notify the Holder of the Beneficiary to immediately notify Trustee of the such prohibition against ExchangeCo Newco II's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to Trustee the Holder all relevant materials delivered by the Beneficiary Holder to ExchangeCo or to the transfer agent of the Exchangeable Shares Newco II (including without limitation, limitation a copy of the retraction request Retraction Request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and Trustee the Holder and Newco I and/or Parent will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo which Newco II is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 5redeem.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Callco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 6.7 of the Exchangeable Share Provisions, and provided further that the Trustee has received written notice of same from ExchangeCo or Callco, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with the Trustee and in favour of the Beneficiary promptly to immediately notify the Trustee of the such prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent FCE to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Securities Provisions to require ExchangeCo EELP to redeem any or all of the Exchangeable Shares Securities held by the Beneficiary (the “"Retracted Shares”Securities") and is notified by ExchangeCo EELP pursuant to Section 6.6 6.5 of the Exchangeable Share Securities Provisions that ExchangeCo EELP will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted SharesSecurities, and provided that ExchangeCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo EELP pursuant to Section 6.1 6.6 of the Exchangeable Share Securities Provisions, and provided further that the Trustee has received written notice of same from EELP or Enerplus, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares Securities that ExchangeCo EELP is unable to redeem. In any such event, ExchangeCo EELP hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo EELP or to the transfer agent of the Exchangeable Shares Securities (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Securities Provisions) in connection with such proposed redemption of the Retracted Shares Securities and the Trustee will will, by providing notice to EELP and Enerplus, thereupon exercise the Exchange Right with respect to the Retracted Shares Securities that ExchangeCo EELP is not permitted to redeem and will require Parent Enerplus to purchase such shares Retracted Securities in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo ITI to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo ITI pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo ITI will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from ITI and provided that ExchangeCo EduTrek shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo ITI pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to Trustee the Trustee, instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which ITI is unable to redeem. In any such event, ExchangeCo ITI hereby agrees with the Trustee and in favour favor of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo ITI's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo ITI or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo which ITI is not permitted to redeem and will require Parent EduTrek to purchase such shares in accordance with the provisions of this Article 5.V.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”"RETRACTED SHARES") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 6(6) of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Callco ULC or Callco LLC shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo the Corporation pursuant to Section 6.1 6(7) of the Exchangeable Share Provisions, then the Corporation shall provide written notice of same to the Trustee and the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary to immediately promptly notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares Transfer Agent (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 6(1) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and in respect of which Callco ULC or Callco LLC has not exercised its Retraction Call Right and will require Parent LCE to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article section 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo Exchangeco pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo NovaScotiaco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 section 6.7 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to Trustee the Agent instructing Trustee the Agent to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with Trustee the Agent and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to Trustee the Agent all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and Trustee the Agent will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent Apta to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Acquisition Sub to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo Acquisition Sub pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo Acquisition Sub will not be permitted as a result of solvency requirements or other provisions of applicable law to redeem all such those Retracted Shares, and provided that ExchangeCo shall Holding ULC has not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Acquisition Sub pursuant to Section section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Acquisition Sub is unable to redeem. In any such that event, ExchangeCo Acquisition Sub hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify the Trustee of the prohibition against ExchangeCo Acquisition Sub redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Acquisition Sub or to the transfer agent of the Exchangeable Shares Transfer Agent (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such the proposed redemption of the Retracted Shares and the Trustee will thereupon then exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Acquisition Sub is not permitted to redeem and will require Parent request Rational to purchase such those shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo CallCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 6.7 of the Exchangeable Share Provisions, and provided further that the Trustee has received written notice of same from ExchangeCo or Acquiror, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent Acquiror to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo VESI to redeem any or all of the Series 1 Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo VESI pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo VESI will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from VESI and provided that ExchangeCo Veritas shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo VESI pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which VESI is unable to redeem. In any such event, ExchangeCo VESI hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo VESI redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo VESI or to the transfer agent of the Series 1 Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo VESI is not permitted to redeem and will require Parent Veritas to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its retraction right under Article Section 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo Exchangeco pursuant to Section 6.6 6(a)(iii) of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Exchangeco, and provided that ExchangeCo neither Vail nor Callco shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has shall not have revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 6(a)(iv) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with Trustee the Trustee, and in favour of the Beneficiary Beneficiary, promptly to immediately notify the Trustee of the such prohibition against ExchangeCo redeeming all of the Retracted Shares Exchangeco and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) Transfer Agent in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent Vail or, at the option of Vail, Callco to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Non-Affiliated Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary such Non-Affiliated Holder (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 6.1(4) of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from the Corporation and provided that ExchangeCo the Parent shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has Non-Affiliated Holder shall not have revoked the retraction request delivered by the Beneficiary Non- Affiliated Holder to ExchangeCo the Corporation pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Non-Affiliated Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour favor of the Beneficiary Non-Affiliated Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Non-Affiliated Holder to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares Transfer Agent (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 6.1(1) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require the Parent to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its retraction right under Article 6 Section 26.6(a) of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo pursuant to Section 6.6 26.6(a)(iii) of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Share Trustee of written notice to that effect from ExchangeCo, and provided that ExchangeCo shall CallCo has not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has shall not have revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 26.6(a)(iv) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Share Trustee instructing the Share Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with Trustee the Share Trustee, and in favour of the Beneficiary Beneficiary, promptly to immediately notify the Share Trustee of the such prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Share Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) Transfer Agent in connection with such proposed redemption of the Retracted Shares and the Share Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent or, at the option of Parent, CallCo to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Non-Affiliated Holder has exercised its right under Article 6 5 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Non-Affiliated Holder (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 6.1(4) of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from the Corporation and provided that ExchangeCo neither IBM nor Holdco shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has Non-Affiliated Holder shall not have revoked the retraction request delivered by the Beneficiary Non-Affiliated Holder to ExchangeCo the Corporation pursuant to Section 6.1 6.1(5) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Non-Affiliated Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary Non-Affiliated Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Non-Affiliated Holder to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares Transfer Agent (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 6.1(1) of the Exchangeable Share Shares Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require Parent IBM to purchase such shares in accordance with the provisions of this Article 54.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Vendor has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Vendor (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Vendor of written notice to that effect from the Corporation and provided that ExchangeCo ParentCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Vendor has not revoked the retraction request delivered by the Beneficiary Vendor to ExchangeCo the Corporation pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to Trustee instructing Trustee Vendor to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with Trustee and in favour the Vendor immediately to notify the Vendor of the Beneficiary to immediately notify Trustee of the such prohibition against ExchangeCo the Corporation's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to Trustee ParentCo all relevant materials delivered by the Beneficiary to ExchangeCo or Vendor to the transfer agent of the Exchangeable Shares Corporation (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and Trustee Shares, ParentCo will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 5III.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its retraction right under Article 6 of Section 27.7 the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and and, (a) is notified by ExchangeCo Exchangeco pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and ; (b) provided that ExchangeCo neither the Parent nor Callco shall not have exercised the its Retraction Call Right with respect to the Retracted Shares Shares; and (c) that the Beneficiary has shall not have revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 of the Exchangeable Share Provisions, Exchangeco and the Beneficiary shall be required to provide the Trustee of written notice that (a) and (b) herein have occurred and further provided the Beneficiary has confirmed (c) herein to the Trustee, then the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with Trustee the Trustee, and in favour of the Beneficiary Beneficiary, promptly to immediately notify the Trustee of the such prohibition against ExchangeCo redeeming all Exchangeco and non-exercise of Retraction Call Rights by the Retracted Shares Parent or Callco and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) Transfer Agent in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon upon confirmation from the Beneficiary of their non-revocation of the retraction request, exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require the Parent or, at the option of the Parent, Callco to purchase such shares in accordance with the provisions of this ?Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Vivendi Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”"RETRACTED SHARES") and is notified by ExchangeCo pursuant to Section Vivendi Exchangeco under section 6.6 of the Exchangeable Share Provisions that ExchangeCo Vivendi Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Vivendi shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section Vivendi Exchangeco under section 6.1 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from Vivendi Exchangeco or Vivendi, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Vivendi Exchangeco is unable to redeem. In any such event, ExchangeCo Vivendi Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Vivendi Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section under section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Vivendi Exchangeco is not permitted to redeem and will require Parent Vivendi to purchase such shares in accordance with the provisions of this Article 54.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Vivendi Universal Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo pursuant to Section Vivendi Universal Exchangeco under section 6.6 of the Exchangeable Share Provisions that ExchangeCo Vivendi Universal Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Vivendi Universal Holdings shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section Vivendi Universal Exchangeco under section 6.1 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from Vivendi Universal Exchangeco or Vivendi Universal Holdings, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Vivendi Universal Exchangeco is unable to redeem. In any such event, ExchangeCo Vivendi Universal Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Vivendi Universal Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section under section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Vivendi Universal Exchangeco is not permitted to redeem and will require Parent Vivendi to purchase such shares in accordance with the provisions of this Article 54.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Locus Holdings to redeem any or all of the Locus Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is ---------------- notified by ExchangeCo Locus Holdings pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo Locus Holdings will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo InfoSpace Nova Scotia shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Locus Holdings pursuant to Section 6.1 section 6.7 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Locus Holdings is unable to redeem. In any such event, ExchangeCo Locus Holdings hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Locus Holdings or to the transfer agent of the Locus Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Locus Holdings is not permitted to redeem and will require Parent InfoSpace to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Weysub to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo Weysub pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo Weysub will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Weyerhaeuser Newco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Weysub pursuant to Section section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Weysub is unable to redeem. In any such event, ExchangeCo Weysub hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Weysub or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Weysub is not permitted to redeem and will require Parent Weyerhaeuser to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 5.6 of the Exchangeable Share Provisions to require ExchangeCo Newco Canada Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo Newco Canada Exchangeco pursuant to Section 6.6 section 5.6.6 of the Exchangeable Share Provisions that ExchangeCo Newco Canada Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Newco Canada shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Newco Canada Exchangeco pursuant to Section 6.1 section 5.6.1 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from Newco Canada Exchangeco or Spinco, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Newco Canada Exchangeco is unable to redeem. In any such event, ExchangeCo Newco Canada Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Newco Canada Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 section 5.6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Newco Canada Exchangeco is not permitted to redeem and will require Parent Newco Canada to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo CallCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 6.7 of the Exchangeable Share Provisions, and provided further that the Trustee has received written notice of same from ExchangeCo or Acquiror, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent Acquiror to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo CERI to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo CERI pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo CERI will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Capital Holdings shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo CERI pursuant to Section 6.1 section 6.7 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of the retraction request from CERI or WSI, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo CERI is unable to redeem. In any such event, ExchangeCo CERI hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo CERI or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo CERI is not permitted to redeem and will require Parent WSI to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo CallCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify the Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent Shire to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Non-Affiliated Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Non-Affiliated Holder (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 6.1(d) of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from the Corporation and provided that ExchangeCo the Parent shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has Non-Affiliated Holder shall not have revoked the retraction request delivered by the Beneficiary Non-Affiliated Holder to ExchangeCo the Corporation pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Non-Affiliated Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary Non-Affiliated Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Non-Affiliated Holder to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares Transfer Agent (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 6.1(a) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require the Parent to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Non-Affiliated Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Non-Affiliated Holder (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 6.1(4) of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from the Corporation and provided that ExchangeCo NovaCo shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has Non-Affiliated Holder shall not have revoked the retraction request delivered by the Beneficiary Non-Affiliated Holder to ExchangeCo the Corporation pursuant to Section 6.1 6.1(5) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Non-Affiliated Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary Non-Affiliated Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or Non-Affiliated Holder to the transfer agent of the Exchangeable Shares Corporation (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 6.1(1) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require the Parent to purchase such shares in accordance with the provisions of this Article 50.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Securities Provisions to require ExchangeCo FLP to redeem any or all of the Exchangeable Shares Securities held by the Beneficiary (the “"Retracted Shares”Securities") and is notified by ExchangeCo FLP pursuant to Section 6.6 6.5 of the Exchangeable Share Securities Provisions that ExchangeCo FLP will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted SharesSecurities, and provided that ExchangeCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo FLP pursuant to Section 6.1 6.6 of the Exchangeable Share Securities Provisions, and provided further that the Trustee has received written notice of same from FLP or Enerplus, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares Securities that ExchangeCo FLP is unable to redeem. In any such event, ExchangeCo FLP hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo FLP or to the transfer agent of the Exchangeable Shares Securities (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Securities Provisions) in connection with such proposed redemption of the Retracted Shares Securities and the Trustee will will, by providing notice to FLP and Enerplus, thereupon exercise the Exchange Right with respect to the Retracted Shares Securities that ExchangeCo FLP is not permitted to redeem and will require Parent Enerplus to purchase such shares Retracted Securities in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its retraction right under Article 6 Section 27.6(1) of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo pursuant to Section 6.6 27.6(1)(c) of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from ExchangeCo, and provided that ExchangeCo neither D-Wave Quantum nor CallCo shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has shall not have revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 27.6(1)(d) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with Trustee the Trustee, and in favour of the Beneficiary Beneficiary, promptly to immediately notify the Trustee of the such prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) Transfer Agent in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent D-Wave Quantum or, at the option of D-Wave Quantum, CallCo, to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 5 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 section 5.6 of the Exchangeable Share Provisions that ExchangeCo will the Corporation is not be permitted as a result of solvency requirements of applicable law to redeem all of such Retracted Shares, and provided that ExchangeCo Applied shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 of the Exchangeable Share ProvisionsShares, the retraction request will shall constitute and will shall be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 section 5.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will shall thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require Parent Applied to purchase such shares in accordance with the provisions of this Article 5Article. The Trustee shall deliver to the Corporation's transfer agent and registrar the certificates for the Exchangeable Shares so transferred to be cancelled and new certificates in the name of Applied issued in respect thereof and shall deliver or cause to be delivered such Exchangeable Shares to Applied.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Dreco to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo Dreco pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Dreco will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Dreco and provided that ExchangeCo NOI shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo Dreco pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which Dreco is unable to redeem. In any such event, ExchangeCo Dreco hereby agrees with the Trustee and in favour favor of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Dreco's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo Dreco or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo which Dreco is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 5.redeem

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from the Corporation and provided that ExchangeCo ParentCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo the Corporation pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation's redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or Holder to the transfer agent of the Exchangeable Shares Corporation (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo which the Corporation is not permitted to redeem and will require Parent ParentCo or ParentCo Sub to purchase such shares in accordance with the provisions of this Article 57.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 [6] of the Exchangeable Share Provisions to require ExchangeCo LoJack Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo LoJack Exchangeco pursuant to Section 6.6 section [6.6] of the Exchangeable Share Provisions that ExchangeCo LoJack Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo LoJack Callco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo LoJack Exchangeco pursuant to Section 6.1 section [6.1] of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from LoJack Exchangeco or LoJack, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo LoJack Exchangeco is unable to redeem. In any such event, ExchangeCo LoJack Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo LoJack Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 section [6.1] of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo LoJack Exchangeco is not permitted to redeem and will require Parent LoJack to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 5 of the Exchangeable Share Provisions to require ExchangeCo ACTsub to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo ACTsub pursuant to Section 6.6 5.6 of the Exchangeable Share Provisions that ExchangeCo will ACTsub is not be permitted as a result of solvency requirements of applicable law to redeem all of such Retracted Shares, and provided that ExchangeCo ACT shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 of the Exchangeable Share ProvisionsShares, the retraction request will shall constitute and will shall be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which ACTsub is unable to redeem. In any such event, ExchangeCo ACTsub hereby agrees with the Trustee and in favour of the Beneficiary Holder to immediately notify the Trustee of the such prohibition against ExchangeCo ACTsub redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo or to the transfer agent of the Exchangeable Shares ACTsub (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 5.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will shall thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo ACTsub is not permitted to redeem and will require Parent ACT to purchase such shares in accordance with the provisions of this Article 5Article. The Trustee shall cause the Certificates for the Exchangeable Shares so transferred to be cancelled and new Certificates in the name of ACT issued in respect thereof and shall deliver or cause to be delivered such Exchangeable Shares to ACT. The Trustee shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any security deposited with it. The Trustee shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo the Corporation pursuant to Section 6.6 6.5 of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo the Corporation pursuant to Section 6.1 6.6 of the Exchangeable Share Provisions, and provided further that the Trustee has received written notice of same from the Corporation or Acquiror, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require Parent Acquiror to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Infospace Canada to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo Infospace Canada pursuant to Section 6.6 section [6.6] of the Exchangeable Share Provisions that ExchangeCo Infospace Canada will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Infospace Nova Scotia shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Infospace Canada pursuant to Section 6.1 section [6.7] of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Infospace Canada is unable to redeem. In any such event, ExchangeCo Infospace Canada hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Infospace Canada or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Infospace Canada is not permitted to redeem and will require Parent Infospace to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo TSA Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo TSA Exchangeco pursuant to Section 6.6 6.7 of the Exchangeable Share Provisions that ExchangeCo TSA Exchangeco will not be permitted as a result of solvency requirements of applicable law Law to redeem all such Retracted Shares, and provided that ExchangeCo TSA Holdco or TSA shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request Retraction Request delivered by the Beneficiary Holder to ExchangeCo TSA Exchangeco pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which TSA Exchangeco is unable to redeem. In any such event, ExchangeCo TSA Exchangeco hereby agrees with the Trustee and in favour favor of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo TSA Exchangeco redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo TSA Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo TSA Exchangeco is not permitted to redeem and will require Parent TSA Holdco or TSA to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo LoJack Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo LoJack Exchangeco pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo LoJack Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo LoJack Callco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo LoJack Exchangeco pursuant to Section section 6.1 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from LoJack Exchangeco or LoJack, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo LoJack Exchangeco is unable to redeem. In any such event, ExchangeCo LoJack Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo LoJack Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo LoJack Exchangeco is not permitted to redeem and will require Parent LoJack to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article Section 6 of the Exchangeable Share Provisions to require ExchangeCo the Company to redeem any or all of the Exchangeable Company Special Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo the Company pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo the Company will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Abgenix Canada shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo the Company pursuant to Section 6.1 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from the Company or Abgenix, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Company is unable to redeem. In any such event, ExchangeCo the Company hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo the Company or to the transfer agent of the Exchangeable Company Special Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Company is not permitted to redeem and will require Parent Abgenix to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Matsub to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”” ) and is notified by ExchangeCo Matsub pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo Matsub will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Merge Newco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Matsub pursuant to Section section 6.1 of the Exchangeable Share ProvisionsProvisions and provided further that the Trustee has received written notice of same from Matsub or Merge, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Matsub is unable to redeem. In any such event, ExchangeCo Matsub hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Matsub or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Matsub is not permitted to redeem and will require Parent Merge to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary an Exchangeable Shareholder has exercised its retraction right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary an Exchangeable Shareholder (the “Retracted Shares”) and is notified by ExchangeCo pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from ExchangeCo, and provided that ExchangeCo shall CallCo has not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has Exchangeable Shareholder shall not have revoked the retraction request Retraction Request delivered by the Beneficiary Exchangeable Shareholder to ExchangeCo pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Beneficiary Exchangeable Shareholder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with Trustee the Trustee, and in favour of the Beneficiary Exchangeable Shareholder, to immediately promptly notify the Trustee and the Exchangeable Shareholder of the such prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Exchangeable Shareholder to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) Transfer Office in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require US Parent or, at the option of US Parent, US Parent shall cause CallCo, to purchase such shares in accordance with the provisions of this Article 54.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Cableshare to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo Cableshare pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Cableshare will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Source shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Cableshare pursuant to Section 6.1 of the Exchangeable Share ProvisionsProvision, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which Cableshare is unable to redeem. In any such event, ExchangeCo Cableshare hereby agrees with the Trustee and in favour of the Beneficiary immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Cableshare redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Cableshare or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Cableshare is not permitted to redeem and will require Parent Source to purchase such shares in accordance with the provisions of this Article 5.. 5.8

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo Exchangeco pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo JDS Uniphase Nova Scotia shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify the Trustee of the such prohibition against ExchangeCo Exchangeco redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require Parent JDS Uniphase to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Albertaco to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “Retracted Shares”"RETRACTED SHARES") and is notified by ExchangeCo Albertaco pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Albertaco will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Albertaco and provided that ExchangeCo USX shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo Albertaco pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which Albertaco is unable to redeem. In any such event, ExchangeCo Albertaco hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Albertaco redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo Albertaco or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Albertaco is not permitted to redeem and will require Parent USX to purchase such shares in accordance with the provisions of this Article 53.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo AbitibiBowater Canada to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo AbitibiBowater Canada pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo AbitibiBowater Canada will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Bowater Holdings shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo AbitibiBowater Canada pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo AbitibiBowater Canada is unable to redeem. In any such event, ExchangeCo AbitibiBowater Canada hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo AbitibiBowater Canada or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo AbitibiBowater Canada is not permitted to redeem and will require Parent AbitibiBowater to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Shareholder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary Shareholder (the “Retracted Shares”) and is notified by ExchangeCo pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo shall will not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Shareholder has not revoked the retraction request delivered by the Beneficiary Shareholder to ExchangeCo pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Shareholder to Trustee instructing Trustee Parent to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with Trustee and in favour of the Beneficiary Shareholder to immediately notify Trustee Parent of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to Trustee Parent all relevant materials delivered by the Beneficiary Shareholder to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and Trustee the Shareholder will thereupon exercise be deemed to have exercised the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and Parent will require Parent be required to purchase such shares in accordance with the provisions of this Article 53.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its retraction right under Article Section 6 of the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo Exchangeco pursuant to Section 6.6 6(a)(iii) of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Exchangeco, and provided that ExchangeCo neither the Parent nor Callco shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has shall not have revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 6(a)(iv) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with Trustee the Trustee, and in favour of the Beneficiary Beneficiary, promptly to immediately notify the Trustee of the such prohibition against ExchangeCo redeeming all of the Retracted Shares Exchangeco and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) Transfer Agent in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require the Parent or, at the option of the Parent, Callco to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that If a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from the Corporation, and provided that ExchangeCo shall Pixelworks Nova Scotia has not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request Retraction Request delivered by the Beneficiary to ExchangeCo the Corporation pursuant to Section section 6.1 of the Exchangeable Share Provisions, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly forward to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 section 6.7 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require Parent Pixelworks to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Shareholder has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo NewCo to redeem any or all of the Exchangeable Shares held by the Beneficiary Shareholder (the “"Retracted Shares”") and is notified by ExchangeCo NewCo pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo NewCo will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo MetaSolv AcquisitionCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Shareholder has not revoked the retraction request delivered by the Beneficiary Shareholder to ExchangeCo NewCo pursuant to Section section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to Trustee instructing Trustee to exercise of the Exchange Right with respect to those Retracted Shares that ExchangeCo NewCo is unable to redeem. In any such event, ExchangeCo NewCo hereby agrees with Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to Shareholder promptly to forward or cause to be forwarded to Trustee MetaSolv all relevant materials delivered by the Beneficiary Shareholder to ExchangeCo or to the transfer agent of the Exchangeable Shares NewCo (including without limitation, a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and Trustee MetaSolv will thereupon fulfil its obligations arising as a result of the exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo NewCo is not permitted to redeem and will require Parent to purchase such shares Exchangeable Shares in accordance with the provisions of this Article 52.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 V.6 or Article VI.6 of the Exchangeable Share Provisions to require ExchangeCo New Polar to redeem any or all of the Class A Exchangeable Shares or Class B Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo New Polar pursuant to Section 6.6 V.6.6 or VI.6.6 of the Exchangeable Share Provisions that ExchangeCo New Polar will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Callco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo New Polar pursuant to Section 6.1 V.6.1 or VI.6.1 of the Exchangeable Share Provisions, and provided further that the Trustee has received a written notice of same from Polar or New Polar, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo New Polar is unable to redeem. In any such event, ExchangeCo New Polar hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo New Polar or to the transfer agent of the Class A Exchangeable Shares or Class B Exchangeable Shares (including including, without limitation, a copy of the retraction request delivered pursuant to Section 6.1 V.6.1 or VI.6.1 of the Exchangeable Share Provisions, as the case may be) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo New Polar is not permitted to redeem and will require Parent Polar to purchase such shares in accordance with the provisions of this Article 53.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 3.7 of the Exchangeable Share Provisions to require ExchangeCo Westcor to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo Westcor pursuant to Section 6.6 3.7(f) of the Exchangeable Share Provisions that ExchangeCo Westcor will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Westcor and provided that ExchangeCo Pubco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo Westcor pursuant to Section 6.1 3.7(a) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which Westcor is unable to redeem. In any such event, ExchangeCo Westcor hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Westcor redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo or to the transfer agent of the Exchangeable Shares Westcor (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 3.7(a) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Westcor is not permitted to redeem and will require Parent Pubco to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 5 of the Exchangeable Share Provisions to require ExchangeCo Apple to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo Apple pursuant to Section 6.6 5.6 of the Exchangeable Share Provisions that ExchangeCo Apple will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Apple and provided that ExchangeCo shall AOI has not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo Apple pursuant to Section 6.1 5.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which Apple is unable to redeem. In any such event, ExchangeCo Apple hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Apple redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo Apple or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 5.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Apple is not permitted to redeem and will require Parent AOI to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Callco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 6.7 of the Exchangeable Share Provisions, and provided further that the Trustee has received written notice of same from ExchangeCo or Acquiror, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with the Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent Acquiror to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section 6.6 of the Exchangeable Share Shares Provisions that ExchangeCo the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Swissco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo the Corporation pursuant to Section 6.1 6.7 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require the Parent to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its right under Article 6 5 of the Exchangeable Share Provisions to require ExchangeCo the Acquisition Sub to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by ExchangeCo Acquisition Sub pursuant to Section 6.6 section 5.6 of the Exchangeable Share Provisions that ExchangeCo will Acquisition Sub is not be permitted as a result of solvency requirements of applicable law to redeem all of such Retracted Shares, and provided that ExchangeCo CDN2 shall not have exercised the Retraction Call Right with respect to the Retracted Shares Shares, and that the Beneficiary Holder has not revoked the retraction request delivered by the Beneficiary Holder to ExchangeCo Acquisition Sub pursuant to Section 6.1 Article 5 of the Exchangeable Share Provisions, the retraction request will shall constitute and will shall be deemed to constitute notice from the Beneficiary Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo the Acquisition Sub is unable to redeem. In any such event, ExchangeCo Acquisition Sub hereby agrees with the Trustee and in favour of the Beneficiary Holder immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Acquisition Sub redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary Holder to ExchangeCo Acquisition Sub or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 section 5.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will shall thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Acquisition Sub is not permitted to redeem and will require Parent CDN2 to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo the Corporation pursuant to Section section 6.6 of the Exchangeable Share Provisions that ExchangeCo the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo Dutchco shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo the Corporation pursuant to Section 6.1 section 6.7 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo which the Corporation is unable to redeem. In any such event, ExchangeCo the Corporation hereby agrees with the Trustee and in favour of the Beneficiary immediately to immediately notify the Trustee of the such prohibition against ExchangeCo the Corporation redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to Section section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo the Corporation is not permitted to redeem and will require the Parent to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its retraction right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo Acquisitionco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and is notified by ExchangeCo Acquisitionco pursuant to Section 6.6 6.1(4) of the Exchangeable Share Provisions that ExchangeCo Acquisitionco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from Acquisitionco and provided that ExchangeCo neither Coeur nor Coeur ULC shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has shall not have revoked the retraction request delivered by the Beneficiary to ExchangeCo Acquisitionco pursuant to Section 6.1 6.1(5) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Acquisitionco is unable to redeem. In any such event, ExchangeCo Acquisitionco hereby agrees with the Trustee and in favour of the Beneficiary immediately to immediately notify the Trustee of the such prohibition against ExchangeCo Acquisitionco redeeming all of the Retracted Shares and to promptly immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Acquisitionco or to the transfer agent of the Exchangeable Shares Transfer Agent (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 6.1 6.1(1) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Acquisitionco is not permitted to redeem and will require Parent Coeur or, at Coeur's option, Coeur ULC, to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its retraction right under Article 6 of Section 27.7 the Exchangeable Share Provisions to require ExchangeCo Exchangeco to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “"Retracted Shares”") and and, (a) is notified by ExchangeCo Exchangeco pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and ; (b) provided that ExchangeCo neither the Parent nor Callco shall not have exercised the its Retraction Call Right with respect to the WSLegal\073132\00009\12677454v12 Retracted Shares Shares; and (c) that the Beneficiary has shall not have revoked the retraction request delivered by the Beneficiary to ExchangeCo Exchangeco pursuant to Section 6.1 of the Exchangeable Share Provisions, Exchangeco and the Beneficiary shall be required to provide the Trustee of written notice that (a) and (b) herein have occurred and further provided the Beneficiary has confirmed (c) herein to the Trustee, then the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo Exchangeco is unable to redeem. In any such event, ExchangeCo Exchangeco hereby agrees with Trustee the Trustee, and in favour of the Beneficiary Beneficiary, promptly to immediately notify the Trustee of the such prohibition against ExchangeCo redeeming all Exchangeco and non-exercise of Retraction Call Rights by the Retracted Shares Parent or Callco and to promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to ExchangeCo Exchangeco or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) Transfer Agent in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon upon confirmation from the Beneficiary of their non-revocation of the retraction request, exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo Exchangeco is not permitted to redeem and will require the Parent or, at the option of the Parent, Callco to purchase such shares in accordance with the provisions of this Article 5.