Common use of Right of Conversion Clause in Contracts

Right of Conversion. (1) Fremantle hereby subscribes for the convertible instrument more particularly described in the Term Sheet (the “Securities”) which shall be evidenced by a certificate in substantially the same form as set out in Schedule B hereto (the “Convertible Instrument”) and: (a) hereby certifies that Fremantle is not resident in British Columbia; and (b) acknowledges, represents and warrants to PAE that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) there is no government or other insurance covering the Securities; (iii) there are risks associated with the acquisition of the Securities; (iv) there are restrictions on Fremantle’s ability to resell the Securities and it is the responsibility of Fremantle to find out what those restrictions are and to comply with them before selling the Securities; (v) PAE has advised Fremantle that PAE is relying on an exemption from the requirements to provide Fremantle with a prospectus and to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the “Act”) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Act, including statutory rights of rescission or damages, will not be available to Fremantle; (vi) it is knowledgeable of, or has been independently advised as to, the Foreign Jurisdiction’s Securities Laws (defined below); (vii) it is acquiring the Securities pursuant to exemptions from any prospectus, registration or similar requirements under the Foreign Jurisdiction’s Securities Laws, or, if such is not applicable, Fremantle is permitted to acquire the Securities under the Foreign Jurisdiction’s Securities Laws without the need to rely on exemptions; (viii) the distribution of the Securities to Fremantle by PAE complies with all the Foreign Jurisdiction’s Securities Laws;

Right of Conversion. Either or both of the Tranche A-1 Term Lenders and the Tranche A-2 Term Lenders, in their sole discretion, at any time after the occurrence and during the continuance of an Event of Default, may give notice to the Agent and HRT of the intent to convert their respective Tranche A Term Loan from an unsecured recourse loan to a non-recourse loan secured by their respective Designated Properties (1) Fremantle hereby subscribes for a "Notice of Intent to Convert"; the convertible instrument more particularly described in Tranche A Term Lenders giving such notice may be referred to as the Term Sheet ("Converting Lenders"). Upon the “Securities”) which shall be evidenced by a certificate in substantially the same form as set out in Schedule B hereto (the “Convertible Instrument”) anddelivery of any such Notice of Intent to Convert: (aA) hereby certifies that Fremantle is not resident Deliveries in British Columbia; and respect of the Designated Properties. HRT at its own expense shall deliver to the Converting Lenders as soon as practicable and in any event within thirty (b30) acknowledges, represents and warrants days following the Notice of Intent to PAE thatConvert: (i) no securities commission or similar regulatory authority has reviewed or passed phase one environmental reports on the merits of applicable Designated Properties containing only such items as are acceptable to the SecuritiesConverting Lenders in their reasonable discretion; (ii) there is no government or other insurance covering recent ALTA as-built surveys on the Securitiesapplicable Designated Properties showing all structures and easements in form and substance acceptable to the Converting Lenders in their reasonable discretion; (iii) there are risks associated with mortgagee title insurance policies insuring the acquisition priority of the SecuritiesMortgages (in such amounts and containing only such exceptions as are acceptable to the Converting Lenders in their reasonable discretion); (iv) there are restrictions on Fremantle’s ability any appraisals of the applicable Designated Properties that may be required by law or regulation applicable to resell the Securities Converting Lenders, which appraisals shall be in form and it is substance acceptable to the responsibility of Fremantle to find out what those restrictions are and to comply with them before selling the SecuritiesConverting Lenders in their reasonable discretion; (v) PAE has advised Fremantle that PAE is relying on an exemption from certificates of insurance with respect to the requirements property subject to provide Fremantle with a prospectus and the Mortgages showing coverages in such amounts as are acceptable to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the “Act”) Converting Lenders in their reasonable discretion; and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Act, including statutory rights of rescission or damages, will not be available to Fremantle; (vi) it is knowledgeable of, or has been independently advised any other items and deliveries as to, are reasonably requested by the Foreign Jurisdiction’s Securities Laws (defined below);Converting Lenders in connection with the Mortgages and the Conversion Event. (viiB) it is acquiring Deliveries in respect of Conversion. HRT at its own expense will promptly provide: (i) to the Securities pursuant to exemptions from any prospectus, registration or similar requirements under the Foreign Jurisdiction’s Securities Laws, orConverting Lenders and, if such is not applicableappropriate, Fremantle is permitted to acquire the Securities under the Foreign Jurisdiction’s Securities Laws without the need to rely on exemptions;Agent, (viiiA) amendment(s) to this Credit Agreement and other documentation necessary and appropriate to give effect to the distribution conversion of the Securities respective Tranche A Term Loan to Fremantle by PAE complies with all a secured non-recourse loan (which other documentation may be in the Foreign Jurisdiction’s Securities Laws;form of a new loan