Common use of Automatic Exchange on Liquidation of Parent Clause in Contracts

Automatic Exchange on Liquidation of Parent. (a) Parent will give Trustee notice of each of the following events at the time set forth below: (i) in the event of any determination by the Board of Directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders 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 (ii) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent 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 Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable following receipt by Trustee from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, Trustee will give notice thereof to the Beneficiaries. Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(c). (c) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Parent Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation Event all of the then outstanding Exchangeable Shares shall be automatically exchanged for Parent Common Shares. To effect such automatic exchange, Parent shall purchase on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary one Parent Common Share, and (b) to the extent not paid by ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection with such automatic exchange, Parent will provide to Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable Share. (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent all of the Beneficiary’s right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and Parent shall issue to the Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary certificates representing Parent Common Shares of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent will give Trustee the Agent written notice of each of the following events at the time set forth below: (i) in the event of any determination by the Board board of Directors directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders 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 (ii) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent 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 Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable following receipt by Trustee the Agent from Parent of notice of any event (a “"Liquidation Event”") contemplated by Section 5.13(a)(isection 5.12(a)(i) or 5.13(a)(ii5.12(a)(ii) above, Trustee the Agent will give notice thereof to the Beneficiaries. Such notice will be provided by Parent to the Agent and shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(csection 5.12(c). (c) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Parent Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “"Liquidation Event Effective Date”") of a Liquidation Event all of the then outstanding Exchangeable Shares shall be automatically exchanged for Parent Common Shares. To effect such automatic exchange, Parent shall purchase on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary one Parent Common Share, and (b) to the extent not paid by ExchangeCoExchangeco, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection with such automatic exchange, Parent will provide to Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable Share. (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent all of the Beneficiary’s 's right, title and interest in and to such Beneficiary’s 's Exchangeable Shares and the related interest in the Trust Estate Special Voting Share and the benefit of the Support Agreement and shall cease to be a holder of such Exchangeable Shares and Parent shall issue to the Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee the Agent for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14section 5.13. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary certificates representing Parent Common Shares of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a1) Parent will give Trustee each Class B Shareholder written notice of each of the following events (each a “Liquidation Event”) at the time set forth below: (ia) in the event of any determination by the Board board of Directors directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, at least 60 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and (iib) as soon as practicable but in no event later than 5 Business Days following the earlier of of: (Ai) receipt by Parent of notice of, and ; and (Bii) Parent Parent’s 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 Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable following receipt by Trustee from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, Trustee will give notice thereof to the Beneficiaries. Such notice shall include a brief description of the automatic exchange of Exchangeable Class B Shares for Parent Common Subordinate Voting Shares provided for in Section 5.13(c2.9(2). (c2) In order that the Beneficiaries Class B Shareholders will be able to participate on a pro rata basis with the holders of Parent Common Subordinate Voting Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day immediately prior to the effective date of a Liquidation Event (the “"Liquidation Event Effective Date”"), subject to each of the Liquidation Call Right and Class B Shareholders' Put Right (if applicable) of a Liquidation Event all not having been exercised, each of the then outstanding Exchangeable Class B Shares shall be automatically exchanged for Parent Common SharesSubordinate Voting Shares and payment of the Additional Amount payable thereon. To effect such automatic exchange, Parent shall purchase be deemed to have purchased each outstanding Class B Share held by Class B Shareholders on the fifth Liquidation Event Effective Date, and each Class B Shareholder shall be deemed to have sold the Class B Shares held by it at such time to Parent, for an amount per share equal to the Class B Share Consideration applicable on the Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiaries(collectively, and each Beneficiary shall sell the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the "Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary one Parent Common Share, and (b) to the extent not paid by ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchangePurchase Price"). In connection with such automatic exchangethe Automatic Exchange Rights, Parent will provide to Trustee the Class B Shareholders an Officer’s 's Certificate setting forth the calculation of the Class B Share Consideration. The purchase price for each Exchangeable ShareClass B Share so purchased may only be satisfied by Parent delivering or causing to be delivered to a Class B Shareholder such number of Parent Subordinate Voting Shares and the Additional Amount determined in the manner set out in Section 2.2(3) (as if such Section were in respect of the Automatic Exchange Rights) in satisfaction of the Class B Share Consideration less any amounts on account of tax properly withheld in accordance with Section 13.3 of the Class B Share Provisions. (d3) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale of Class B Shares contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares under Section 2.9(2) shall be deemed to have occurred, and each Beneficiary Class B Shareholder shall be deemed to have transferred to Parent all of the Beneficiary’s such Class B Shareholder's right, title and interest in and to such Beneficiary’s Exchangeable Class B Shares and the related interest in Class B Shareholders' Put Right and the Trust Estate and Automatic Exchange Rights attaching thereto, except that each Class B Shareholder shall cease have the right to be a holder of receive such Exchangeable Shares and Parent shall issue to the Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary a cheque for the balance, if any, holder's proportionate part of the total purchase price for Liquidation Event Purchase Price payable to such Exchangeable Shares without interest but Class B Shareholder by Parent (less any amounts on account of tax properly withheld pursuant to in accordance with Section 5.14. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder 13.3 of the Parent Common Shares issued pursuant to Class B Share Provisions in respect of the automatic exchange of Exchangeable Shares for Parent Common Shares specific Class B Shareholder) upon presentation and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary such Class B Shareholder of Exchangeable Class B Share certificates deemed (or a lost stock certificate affidavit in a form reasonably satisfactory to represent Parent Common SharesParent), duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably requirerequire including, without limitation, a representation and warranty that the Class B Shareholder is a Resident. Concurrently with each such Class B Shareholder ceasing to be a Class B Shareholder, such Class B Shareholder shall be considered and deemed for all purposes to be the holder of the Parent Subordinate Voting Shares issued to it as the Class B Share Consideration pursuant to the automatic exchange of Class B Shares set forth in Section 2.9(2), and Parent shall promptly deliver or cause to be delivered to the Beneficiary each such Class B Shareholder certificates representing the Parent Common Subordinate Voting Shares of which issued to the Beneficiary is the holderClass B Shareholder by Parent pursuant to such automatic exchange.

Automatic Exchange on Liquidation of Parent. (a) Parent will give Trustee the Holders written notice of each of the following events at the time set forth below: (i) in the event of any determination by the Board board of Directors directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairsaffairs at the same time as notice is sent by Parent to holders of its shares, which shall in any event be at least 60 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and (ii) as soon as practicable following the earlier of (A) of: receipt by Parent of notice of, and (B) Parent or Parent's 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 Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable Immediately following receipt or together with the notice by Trustee from Parent of notice to Holders of any event (a “Liquidation Event”"LIQUIDATION EVENT") contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, Trustee will give notice thereof to the Beneficiaries. Such notice Parent shall include a brief description of provide Holders with details concerning the automatic exchange of Exchangeable Shares for shares of Parent Common Shares Stock provided for in Section 5.13(c) hereof (the "AUTOMATIC EXCHANGE RIGHT"). (c) In order that the Beneficiaries Holders will be able to participate on a pro rata basis with the holders of Parent Common Shares Stock in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day immediately prior to the effective date time (the “Liquidation Event Effective Date”"LIQUIDATION EVENT EFFECTIVE TIME") of a Liquidation Event Event, all of the then outstanding Exchangeable Shares shall be automatically exchanged for shares of Parent Common SharesStock without any action of Holders being required. To effect such automatic exchange, Parent shall purchase on the fifth Business Day then be deemed to have purchased each Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding Time and held by BeneficiariesHolders, and each Beneficiary Holder shall sell then be deemed to have sold the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary one Parent Common Share, and (b) to the extent not paid by ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection with such automatic exchange, Parent will provide to Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable ShareConsideration. (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the The closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares Section 5.13(c) above shall be deemed to have occurredoccurred immediately prior to the Liquidation Event Effective Time, and each Beneficiary Holder of Exchangeable Shares shall be deemed to have transferred to Parent all of the Beneficiary’s Holder's right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares Shares, and Parent shall issue deliver to the Beneficiary Holder the Parent Common Shares issuable Exchangeable Share Consideration deliverable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but (less any amounts withheld pursuant to Section 5.145.14 hereof). Concurrently with such Beneficiary Holder's ceasing to be a holder of Exchangeable Shares, the Beneficiary Holder shall be considered and deemed for all purposes to be the holder of the shares of Parent Common Shares issued Stock delivered to it pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares Stock, and the certificates held by the Beneficiary Holder previously representing the Exchangeable Shares exchanged by the Beneficiary Holder with Parent pursuant to such automatic exchange shall thereafter be deemed to represent the shares of Parent Common Shares issued Stock delivered to the Beneficiary by Parent Holder pursuant to such automatic exchange. Upon the request of a Beneficiary Holder and the surrender by the Beneficiary Holder of Exchangeable Share certificates deemed to represent shares of Parent Common SharesStock, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary Holder, at the expense of Parent, certificates representing the shares of Parent Common Shares Stock of which the Beneficiary Holder is the holder. Notwithstanding the foregoing, until each Holder is actually entered on the register of holders of Parent 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 under this Agreement.

Automatic Exchange on Liquidation of Parent. (a) Parent will give the Trustee notice of each of the following events at the time set forth below: (i) in the event of any determination by the Board of Directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders 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 (ii) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent 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 Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable following receipt by the Trustee from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, the Trustee will give notice thereof to the Beneficiaries. Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(c). (c) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Parent Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation Event all of the then outstanding Exchangeable Shares shall be automatically exchanged for Parent Common Shares. To effect such automatic exchange, Parent shall purchase on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary one Parent Common Share, and (b) to the extent not paid by ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection with such automatic exchange, Parent will provide to the Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable Share. (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent all of the Beneficiary’s right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and Parent shall issue to the Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to the Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary certificates representing Parent Common Shares of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent will give the Trustee written notice of each of the following events at the time set forth below: (i) in the event of any determination by the Board of Directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, at least 60 sixty (60) days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and (ii) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent 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 Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 thirty (30) days of becoming aware thereof. (b) As soon as practicable following receipt by the Trustee from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i5.11(a)(i) or 5.13(a)(ii5.11(a)(ii) above, the Trustee will give notice thereof to the Beneficiaries. Such notice shall be provided to the Trustee by Parent and shall include a brief description of the automatic exchange of Exchangeable Shares for shares of Parent Common Shares Stock provided for in Section 5.13(c5.11(c). (c) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of shares of Parent Common Shares Stock in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth (5th) Business Day prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation Event all of the then outstanding Exchangeable Shares (other than those held by Parent and its Affiliates) shall be automatically exchanged for shares of Parent Common SharesStock. To effect such automatic exchange, Parent shall purchase on the fifth (5th) Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it at such time, free and clear of any lien, claim or encumbrance, for a total purchase price per share equal to (a) the Current Market Price of a share of Parent Common Share Stock on the fifth (5th) Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary one share of Parent Common ShareStock, and (b) to the extent not paid by ExchangeCoCanadian Sub on the designated payment date therefor, an additional amount equivalent equal to and in satisfaction of the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection Parent shall provide the Trustee with such automatic exchange, Parent will provide to Trustee an Officer’s Certificate in connection with each automatic exchange setting forth the calculation of the purchase price for each Exchangeable Share. (d) On the fifth (5th) Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for shares of Parent Common Shares Stock shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent all of the Beneficiary’s right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate Estate, any right of each such Beneficiary to receive declared and unpaid dividends from Canadian Sub shall be deemed to be satisfied and discharged and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Parent shall issue to the Beneficiary the shares of Parent Common Shares Stock issuable upon the automatic exchange of Exchangeable Shares for shares of Parent Common Shares Stock and on the applicable payment date shall deliver to the Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but interest, less any amounts withheld pursuant to Section 5.145.12. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the shares of Parent Common Shares Stock issued pursuant to the automatic exchange of Exchangeable Shares for shares of Parent Common Shares Stock and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent shares of Parent Common Shares Stock issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent shares of Parent Common SharesStock, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary certificates representing shares of Parent Common Shares Stock of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent will give the Trustee written notice of each of the following events at the time set forth below: : (i) in the event of any determination by the Board board of Directors directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders 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 and (ii) as soon as practicable following the earlier of of: (A) receipt by Parent of notice of, of and (B) Parent Parent's otherwise becoming aware of, of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable Immediately following receipt by the Trustee from Parent of notice of any event (a “"Liquidation Event”") contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, the Trustee will give notice thereof to the BeneficiariesHolders. Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for shares of Parent Common Shares Stock provided for in Section 5.13(c). . (c) In order that the Beneficiaries Holders will be able to participate on a pro rata basis with the holders of Parent Common Shares Stock in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day immediately prior to the effective date time (the “"Liquidation Event Effective Date”Time") of a Liquidation Event Event, all of the then outstanding Exchangeable Shares shall be automatically exchanged for shares of Parent Common SharesStock. To effect such automatic exchange, Parent or Subco, as determined by Parent and notified in writing to the Trustee, or upon failure of such notice, Parent, shall purchase on the fifth Business Day be deemed to have purchased each Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding Time and held by BeneficiariesHolders, and each Beneficiary Holder shall sell be deemed to have sold the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary one Parent Common Share, and (b) to the extent not paid by ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by Price applicable at such holder on any dividend record date which occurred prior to the date of the exchangetime. In connection with such automatic exchange, Parent will provide to the Trustee an Officer’s 's Certificate setting forth the calculation of the purchase price for each Exchangeable Share. (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent all of the Beneficiary’s right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and Parent shall issue to the Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary certificates representing Parent Common Shares of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a) The Parent will give the Trustee notice of each of the following events at the time set forth below: (i) in the event of any determination by the Board of Directors of the Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to the Parent or to effect any other distribution of assets of the Parent among its shareholders 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 (ii) as soon as practicable following immediately, upon the earlier of (A) receipt by the Parent of notice of, of and (B) the Parent otherwise becoming aware of, of any threatened or instituted claim, claim suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-winding up of the Parent or to effect any other distribution of assets of the Parent among its shareholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable Immediately following receipt by the Trustee from the Parent of notice of any event (a “"Liquidation Event”") contemplated by Section 5.13(a)(isection 5.12(a)(i) or 5.13(a)(ii5.12(a)(ii) above, the Trustee will give notice thereof to the Beneficiaries. Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(csection 5.12(c). (c) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Parent Common Shares in the distribution of assets of the Parent in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “"Liquidation Event Effective Date”") of a Liquidation Event all of the then outstanding Exchangeable Shares shall be automatically exchanged for Parent Common SharesShare. To effect such automatic exchange, the Parent shall purchase each Exchangeable Share outstanding on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full lull by the Parent issuing to the Beneficiary one Parent Common Share, and plus (b) to the extent not paid by ExchangeCo, an additional amount equivalent to the full amount of all dividends declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchangethereon. In connection with such automatic exchange, the Parent will provide to the Trustee an Officer’s 's Certificate setting forth the calculation of the purchase price for each Exchangeable Share. (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary of Exchangeable Shares shall be deemed to have transferred to the Parent all of the Beneficiary’s 's right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and the Parent shall issue to the Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to the Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14Shares. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued to it pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with the Parent pursuant to such automatic exchange shall thereafter be deemed to represent the Parent Common Shares issued to the Beneficiary by the Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as the Parent may reasonably require, the Parent shall deliver or cause to be delivered to the Beneficiary certificates representing the Parent Common Shares of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent will give Trustee the Exchangeable Shareholder notice of each of the following events (each, a “Liquidation Event”) at the time set forth below: (i) in the event of any determination by the Board of Directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders 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 (ii) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent 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 Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable following receipt by Trustee from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, Trustee will give notice thereof to the Beneficiaries. Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(csection 3.11(c). (c) In order that the Beneficiaries Exchangeable Shareholder will be able to participate on a pro rata basis with the holders of Parent Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation Event all of the then outstanding Exchangeable Shares shall be automatically exchanged for Parent Common Shares. To effect such automatic exchange, Parent shall purchase on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiariesthe Exchangeable Shareholder, and each Beneficiary the Exchangeable Shareholder shall sell the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary Exchangeable Shareholder one Parent Common Share, and (b) to the extent not paid by ExchangeCothe Corporation, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection with such automatic exchange, Parent will provide to Trustee the Exchangeable Shareholder an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable Share. (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary the Exchangeable Shareholder shall be deemed to have transferred to Parent all of the BeneficiaryExchangeable Shareholder’s right, title and interest in and to such Beneficiarythe Exchangeable Shareholder’s Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and Parent shall issue to the Beneficiary Exchangeable Shareholder the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary Exchangeable Shareholder a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14section 3.12. Concurrently with such Beneficiary the Exchangeable Shareholder ceasing to be a holder of Exchangeable Shares, the Beneficiary Exchangeable Shareholder shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary Exchangeable Shareholder previously representing the Exchangeable Shares exchanged by the Beneficiary Exchangeable Shareholder with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary Exchangeable Shareholder by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary the Exchangeable Shareholder and the surrender by the Beneficiary Exchangeable Shareholder of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary Exchangeable Shareholder certificates representing Parent Common Shares of which the Beneficiary Exchangeable Shareholder is the holder.

Automatic Exchange on Liquidation of Parent. (a1) Parent will give the Trustee notice of each of the following events (each, a "LIQUIDATION EVENT") at the time set forth below: (i1) in the event of any determination by the Board of Directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding winding-up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and (ii2) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent 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 Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in section 2.12(c). (b2) As soon as practicable Immediately following receipt by the Trustee from Parent of notice of any event (a “Liquidation Event”) Event contemplated by Section 5.13(a)(isection 2.12(a)(i) or 5.13(a)(ii2.12(a)(ii) above, the Trustee will give notice thereof to the Beneficiaries. Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(csection 2.12(c). (c3) In order that the Beneficiaries will be able to participate on a pro rata PRO RATA basis with the holders of Parent Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “Liquidation Event Effective Date”"LIQUIDATION EVENT EFFECTIVE DATE") of a Liquidation Event all of the then outstanding Exchangeable Shares held by Beneficiaries shall be automatically exchanged for Parent Common Shares. To effect such automatic exchange, Parent shall purchase purchase, and shall be deemed to have purchased, on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiaries, and each Beneficiary shall sell sell, and shall be deemed to have sold, the Exchangeable Shares held by it at such time, for a total purchase price per share equal to the aggregate of: (a1) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary one Parent Common ShareShare (subject to adjustment in accordance with Section 11.1 of the Exchangeable Share Provisions), and plus (b2) to the extent not paid by ExchangeCoCompany, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection , plus (3) the full amount of all dividends declared on Parent Common Shares which have not been declared on Exchangeable Shares in accordance with Section 3.1 of the Exchangeable Share Provisions (provided that if the date for any such automatic exchange, Parent will provide to Trustee an Officer’s Certificate setting forth declared and unpaid dividends occurs on or after the calculation day of closing of such purchase and sale the purchase price for each Exchangeable Shareshall not include such additional amount equivalent to such declared and unpaid dividends). (d4) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent all of the such Beneficiary’s 's right, title and interest in and to such Beneficiary’s 's Exchangeable Shares and in the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and Parent shall issue to the Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14section 2.13. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary certificates representing Parent Common Shares of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent will give the Trustee written notice of each of the following events at the time set forth below: (ia) in the event of any determination by the Board of Directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders 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 (iib) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent 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 Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) . As soon as practicable following receipt by the Trustee from Parent of notice of any event (a “Liquidation Event”"LIQUIDATION EVENT") contemplated by Section 5.13(a)(isection 5.12(a) or 5.13(a)(ii) above5.12(b), the Trustee will give notice thereof to the Beneficiaries. Such notice shall be provided to the Trustee by Parent and shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(c). (c) this section 5.12. In order that the Beneficiaries will be able to participate on a pro rata PRO RATA basis with the holders of Parent Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “Liquidation Event Effective Date”"LIQUIDATION EVENT EFFECTIVE DATE") of a Liquidation Event Event, all of the then outstanding Exchangeable Shares (other than those owned by Parent and its Affiliates) shall be automatically exchanged for Parent Common Shares. To effect such automatic exchange, Parent shall purchase on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it at such time, free and clear of any lien, claim or encumbrance, for a total purchase price per share equal to the sum of: (ai) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing delivering to the Beneficiary (net of any withholding described in section 5.13) one Parent Common Share, and (bii) to the extent not paid by ExchangeCoCompany on the designated payment date therefor, an additional amount equivalent equal to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In Parent shall provide the Trustee with an Officer's Certificate in connection with such each automatic exchange, Parent will provide to Trustee an Officer’s Certificate exchange setting forth the calculation of the purchase price for each Exchangeable Share. (d) . On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent all of the Beneficiary’s 's right, title and interest in and to such Beneficiary’s 's Exchangeable Shares free and clear of any lien, claim or encumbrance and the related interest in the Trust Estate Estate, Company shall have no liability to pay an amount in respect of declared and unpaid dividends to any Beneficiary and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Parent shall issue deliver or cause to be delivered to the Beneficiary the Parent Common Shares issuable deliverable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to the Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares Shares, without interest but interest, in each case less any amounts withheld pursuant to Section 5.14section 5.13. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant to the automatic exchange of such Beneficiary's Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary certificates representing the Parent Common Shares of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a) The Parent will give the Trustee notice of each of the following events at the time set forth below: (i) in the event of any determination by the Board of Directors of the Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to the Parent or to effect any other distribution of assets of the Parent among its shareholders 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 (ii) as soon as practicable following immediately, upon the earlier of (A) receipt by the Parent of notice of, of and (B) the Parent otherwise becoming aware of, of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of the Parent or to effect any other distribution of assets of the Parent among its shareholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable immediately following receipt by the Trustee from the Parent of notice of any event (a “"Liquidation Event”") contemplated by Section 5.13(a)(isection 5.12(a)(i) or 5.13(a)(ii5.12(a)(ii) above, the Trustee will give notice thereof to the Beneficiaries. Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(csection 5.12(c). (c) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Parent Common Shares in the distribution of assets of the Parent in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “"Liquidation Event Effective Date”") of a Liquidation Event all of the then outstanding Exchangeable Shares shall be automatically exchanged for Parent Common Shares. To effect such automatic exchange, Parent Swissco shall purchase each Exchangeable Share outstanding on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing Swissco delivering or causing to be delivered to the Beneficiary one Parent Common Share, and plus (b) to the extent not paid by ExchangeCo, an additional amount equivalent to the full amount of all dividends declared and unpaid dividends on each such Exchangeable Share held by and all dividends declared on Parent Common Shares which have not been declared on such holder on any dividend Exchangeable Shares in accordance with Section 3.1 of the Exchangeable Share Provisions (provided that if the record date which occurred prior to for any such declared and unpaid dividends occurs on or after the date day of the exchange. In connection with closing of such automatic exchange, Parent will provide to Trustee an Officer’s Certificate setting forth the calculation of purchase and sale the purchase price for each Exchangeable Share. (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent all of the Beneficiary’s right, title and interest in and not include such additional amount equivalent to such Beneficiary’s Exchangeable Shares declared and the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and Parent shall issue to the Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary certificates representing Parent Common Shares of which the Beneficiary is the holder.unpaid

Automatic Exchange on Liquidation of Parent. (a) Parent will give the Trustee written notice of each of the following events at the time set forth below: (i) in the event of any determination by the Board board of Directors directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders 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 (ii) as soon as practicable following the earlier of of: (A) receipt by Parent of notice of, and of and (B) Parent Parent's otherwise becoming aware of, of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable Immediately following receipt by the Trustee from Parent of notice of any event (a “"Liquidation Event”") contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, the Trustee will give notice thereof to the BeneficiariesHolders. Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for shares of Parent Common Shares Stock provided for in Section 5.13(c). (c) In order that the Beneficiaries Holders will be able to participate on a pro rata basis with the holders of Parent Common Shares Stock in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day immediately prior to the effective date time (the “"Liquidation Event Effective Date”Time") of a Liquidation Event Event, all of the then outstanding Exchangeable Shares shall be automatically exchanged for shares of Parent Common SharesStock. To effect such automatic exchange, Parent or Subco, as determined by Parent and notified in writing to the Trustee, or upon failure of such notice, Parent, shall purchase on the fifth Business Day be deemed to have purchased each Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding Time and held by BeneficiariesHolders, and each Beneficiary Holder shall sell be deemed to have sold the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary one Parent Common Share, and (b) to the extent not paid by ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by Price applicable at such holder on any dividend record date which occurred prior to the date of the exchangetime. In connection with such automatic exchange, Parent will provide to the Trustee an Officer’s 's Certificate setting forth the calculation of the purchase price for each Exchangeable Share. (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the The closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares Section 5.13(c) above shall be deemed to have occurredoccurred immediately prior to the Liquidation Event Effective Time, and each Beneficiary Holder of Exchangeable Shares shall be deemed to have transferred to Parent or Subco, as the case may be, all of the Beneficiary’s Holder's right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares Shares, and Parent or Subco, as the case may be, shall issue deliver to the Beneficiary Holder the Parent Common Shares issuable Exchangeable Share Consideration deliverable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but (less any amounts withheld pursuant to Section 5.145.14 hereof). Concurrently with such Beneficiary Holder's ceasing to be a holder of Exchangeable Shares, the Beneficiary Holder shall be considered and deemed for all purposes to be the holder of the shares of Parent Common Shares issued Stock delivered to it pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares Stock, and the certificates held by the Beneficiary Holder previously representing the Exchangeable Shares exchanged by the Beneficiary Holder with Parent or Subco, as the case may be, pursuant to such automatic exchange shall thereafter be deemed to represent the shares of Parent Common Shares issued Stock delivered to the Beneficiary by Parent Holder pursuant to such automatic exchange. Upon the request of a Beneficiary Holder and the surrender by the Beneficiary Holder of Exchangeable Share certificates deemed to represent shares of Parent Common SharesStock, duly endorsed in blank and accompanied by such instruments of transfer as Parent or Subco, as the case may be, may reasonably require, Parent or Subco, as the case may be, shall deliver or cause to be delivered to the Beneficiary Holder certificates representing the shares of Parent Common Shares Stock of which the Beneficiary Holder is the holder. Notwithstanding the foregoing, until each Holder is actually entered on the register of holders of Parent 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 under this Agreement.

Automatic Exchange on Liquidation of Parent. (a1) Parent will shall give the Share Trustee written notice of each of the following events (each, a “Liquidation Event”) at the time set forth below: (ia) in the event of any determination by the Board board of Directors directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, at least 60 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and (iib) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent otherwise becoming aware of, of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b2) As soon as practicable following receipt by the Share Trustee from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, the Share Trustee will shall give notice thereof to the Beneficiaries. Such notice shall be provided by Parent to the Share Trustee and shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Delaware Common Shares Stock provided for in Section 5.13(c5.12(3) (the “Automatic Exchange Right”). (c3) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Parent Delaware Common Shares Stock in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day immediately prior to the effective date of a Liquidation Event (the “Liquidation Event Effective Date”) of a Liquidation Event all ), each of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by Parent and its Affiliates) shall be automatically exchanged for Parent one share of Delaware Common SharesStock multiplied by the Exchangeable Share Exchange Ratio, and in respect of each Beneficiary, rounded down to the nearest whole share. To effect such automatic exchange, Parent (or, if Parent so decides, in its sole discretion and to the extent permitted by applicable law, CallCo) shall purchase on the fifth Business Day exchange each such Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by BeneficiariesDate, and each Beneficiary shall sell the transfer each Exchangeable Shares held by it at such time, free and clear of any lien, claim or encumbrance, for a total purchase price amount per share equal to (a) the Current Market Exchangeable Share Price of a Parent Common Share on the fifth Business Day immediately prior to the Liquidation Event Effective Date, which amount shall be satisfied in full by Parent issuing delivering to such holder the Exchangeable Share Consideration representing such Exchangeable Share Price. For greater certainty, the Beneficiary one Parent Common Share, and (b) shall upon delivery of the Exchangeable Share Consideration cease to the extent not have any rights to be paid by ExchangeCo, an additional ExchangeCo any amount equivalent to the full amount in respect of all declared and unpaid dividends on each such the Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection with such automatic exchange, Parent will provide to Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable ShareShares. (d4) On The closing of the fifth exercise of the Automatic Exchange Right shall be deemed to have occurred at the close of business on the Business Day immediately prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent or CallCo, as applicable, all of the such Beneficiary’s right, title and interest in and to such Beneficiary’s the Exchangeable Shares held by such Beneficiary free and clear of any lien, claim or encumbrance and the related interest in the Trust Estate Estate, any right of each such Beneficiary to receive declared and unpaid dividends from ExchangeCo shall be deemed to be satisfied and discharged, and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Parent or CallCo, as applicable, shall issue deliver or cause to be delivered to the Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee Share Trustee, for delivery to such Beneficiary, the Exchangeable Share Consideration deliverable to such Beneficiary a cheque for the balance, if any, upon such exercise of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14Automatic Exchange Right. Concurrently with each such Beneficiary ceasing to be a holder of Exchangeable Shares, the such Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Delaware Common Shares issued pursuant Stock included in the Exchangeable Share Consideration to the automatic exchange of Exchangeable Shares for Parent Common Shares be delivered to such Beneficiary and the certificates Exchangeable Share Documents held by the such Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent or CallCo, as applicable, pursuant to such automatic exchange the exercise of the Automatic Exchange Right shall thereafter be deemed to represent Parent the Delaware Common Shares Stock issued to the such Beneficiary by Parent pursuant to such automatic exchangethe exercise of the Automatic Exchange Right. Upon the request of a any Beneficiary and the surrender by the such Beneficiary of Exchangeable Share certificates or book-entry evidence deemed to represent Parent Delaware Common SharesStock, duly endorsed in blank and accompanied by such instruments of transfer as Parent or the transfer agent of Parent may reasonably require, Parent shall deliver or cause to be delivered to such Beneficiary book-entry evidence representing the Beneficiary certificates representing Parent Delaware Common Shares Stock of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent will shall give Trustee the Company written notice of each of the following events (each, a “Liquidation Event”) at the time set forth below: (i) in the event of any determination by the Board board of Directors directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, at least 60 thirty (30) days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and (ii) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent otherwise becoming aware of, of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-winding up of Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 thirty (30) days of becoming aware thereof. (b) As soon as practicable following receipt by Trustee the Company from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, Trustee will the Company shall give notice thereof to the Beneficiaries. Such notice shall be provided by Parent to the Company and shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(c3.10(c) (the “Automatic Exchange Right”). (c) In order to ensure that the Beneficiaries will be able to participate on a pro rata basis with the holders of Parent Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day immediately prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation Event all Event, each of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by Parent and its Subsidiaries) shall be automatically exchanged for Parent Common Sharesthe Exchangeable Share Consideration. To effect such automatic exchange, Parent or Callco, as the case may be, shall purchase on the fifth Business Day each such Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by BeneficiariesDate, and each Beneficiary shall sell the each Exchangeable Shares held by it at such time, free and clear of any lien, claim or encumbrance, for a total purchase price per share equal to (a) the Current Market Exchangeable Share Price of a Parent Common Share on the fifth Business Day immediately prior to the Liquidation Event Effective Date, which price shall be satisfied in full by Parent issuing or Callco, as the case may be, delivering to such holder the Exchangeable Share Consideration representing such Exchangeable Share Price. The Beneficiary one Parent Common Share, and (b) shall upon delivery of the Exchangeable Share Consideration cease to the extent not have any rights to be paid by ExchangeCo, an additional the Company any amount equivalent to the full amount in respect of all declared and unpaid dividends on each such the Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection with such automatic exchange, Parent will provide to Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable ShareShares. (d) On The closing of the fifth purchase and sale contemplated by any exercise of the Automatic Exchange Right shall be deemed to have occurred at the close of business on the Business Day immediately prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent or Callco, as the case may be, all of the such Beneficiary’s right, title and interest in and to such Beneficiary’s the Exchangeable Shares held by such Beneficiary free and clear of any lien, claim or encumbrance, any right of each such Beneficiary to receive declared and unpaid dividends from the related interest in the Trust Estate Company shall be deemed to be satisfied and discharged, and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Parent or Callco, as the case may be, shall issue deliver or cause to be delivered to the Beneficiary, the Exchangeable Share Consideration deliverable to such Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary a cheque for the balance, if any, such exercise of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14Automatic Exchange Right. Concurrently with each such Beneficiary ceasing to be a holder of Exchangeable Shares, the such Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant included in the Exchangeable Share Consideration to the automatic exchange of Exchangeable Shares for Parent Common Shares be delivered to such Beneficiary and the certificates held by the such Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent or Callco, as the case may be, pursuant to such automatic exchange the exercise of the Automatic Exchange Right shall thereafter be deemed to represent the Parent Common Shares issued to the such Beneficiary by Parent pursuant to such automatic exchangethe exercise of the Automatic Exchange Right. Upon the request of a any Beneficiary and the surrender by the such Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent or Callco, as the case may be, may reasonably require, Parent or Callco, as the case may be, shall deliver or cause to be delivered to the such Beneficiary certificates representing the Parent Common Shares of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent will give Trustee the Agent written notice of each of the following events at the time set forth below: (i) in the event of any determination by the Board board of Directors directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders 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 (ii) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-winding- Voting And Exchange Agency Agreement up of Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable following receipt by Trustee the Agent from Parent of notice of any event (a “"Liquidation Event”") contemplated by Section 5.13(a)(isection 5.12(a)(i) or 5.13(a)(ii5.12(a)(ii) above, Trustee the Agent will give notice thereof to the BeneficiariesVendors. Such notice will be provided by Parent to the Agent and shall include a brief description of the automatic exchange of Exchangeable Shares for Parent WACI Common Shares provided for in Section 5.13(csection 5.12(c). (c) In order that the Beneficiaries Vendors will be able to participate on a pro rata basis with the holders of Parent WACI Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “"Liquidation Event Effective Date”") of a Liquidation Event all of the then outstanding Exchangeable Shares shall be automatically exchanged for Parent WACI Common Shares. To effect such automatic exchange, Parent shall purchase on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by BeneficiariesVendors, and each Beneficiary Vendor shall sell the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent WACI Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing the Agent delivering to the Beneficiary Vendor one Parent WACI Common Share, and (b) to the extent not paid by ExchangeCoExchangeco, Parent shall pay an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection with such automatic exchange, Parent will provide to Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable Share. (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent WACI Common Shares shall be deemed to have occurred, and each Beneficiary Vendor shall be deemed to have transferred to Parent all of the Beneficiary’s Vendor's right, title and interest in and to such Beneficiary’s Vendor's Exchangeable Shares and the related interest in the Trust Estate Escrowed Shares and the benefit of the Support Agreement and shall cease to be a holder of such Exchangeable Shares and Parent Agent shall issue deliver to the Beneficiary Vendor the Parent WACI Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent WACI Common Shares and on the applicable payment date shall deliver to Trustee the Agent for delivery to the Beneficiary Vendor a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14section 5.13. Concurrently with such Beneficiary Vendor ceasing to be a holder of Exchangeable Shares, the Beneficiary Vendor shall be considered and deemed for all purposes to be the holder of the Parent WACI Common Shares issued pursuant to the automatic exchange of Exchangeable Shares for Parent WACI Common Shares and the certificates held by the Beneficiary Vendor previously representing the Exchangeable Shares exchanged by the Beneficiary Vendor with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent WACI Common Shares issued to the Beneficiary Vendor by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary Vendor and the surrender by the Beneficiary Vendor of Exchangeable Share certificates deemed to Voting And Exchange Agency Agreement represent Parent WACI Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent Agent shall deliver or cause to be delivered to the Beneficiary Vendor certificates representing Parent WACI Common Shares of which the Beneficiary Vendor is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent will give the Trustee written notice of each of the following events at the time set forth below: (ia) in the event of any determination by the Board of Directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders 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 (iib) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent 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 Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) . As soon as practicable following receipt by the Trustee from Parent of notice of any event (a “Liquidation Event”"LIQUIDATION EVENT") contemplated by Section 5.13(a)(isection 5.12(a) or 5.13(a)(ii) above5.12(b), the Trustee will give notice thereof to the Beneficiaries. Such notice shall be provided to the Trustee by Parent and shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(c). (c) section 5.12. In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Parent Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “Liquidation Event Effective Date”"LIQUIDATION EVENT EFFECTIVE DATE") of a Liquidation Event Event, all of the then outstanding Exchangeable Shares (other than those owned by Parent and its Affiliates) shall be automatically exchanged for Parent Common Shares. To effect such automatic exchange, Parent shall purchase on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it at such time, free and clear of any lien, claim or encumbrance, for a total purchase price per share equal to the sum of: (ai) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing delivering to the Beneficiary one Parent Common Share, and (bii) to the extent not paid by ExchangeCoExchangeco on the designated payment date therefor, an additional amount equivalent equal to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In Parent shall provide the Trustee with an Officer's Certificate in connection with such each automatic exchange, Parent will provide to Trustee an Officer’s Certificate exchange setting forth the calculation of the purchase price for each Exchangeable Share. (d) . On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent all of the Beneficiary’s 's right, title and interest in and to such Beneficiary’s 's Exchangeable Shares free and clear of any lien, claim or encumbrance and the related interest in the Trust Estate Estate, Exchangeco shall have no liability to pay an amount in respect of declared and unpaid dividends to any Beneficiary and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Parent shall issue deliver or cause to be delivered to the Beneficiary the Parent Common Shares issuable deliverable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to the Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares Shares, without interest but interest, in each case less any amounts withheld pursuant to Section 5.14section 5.13. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant to the automatic exchange of such Beneficiary's Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary certificates representing the Parent Common Shares of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent will shall give Trustee the Company written notice of each of the following events (each, a “Liquidation Event”) at the time set forth below: (i) in the event of any determination by the Board board of Directors directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, at least 60 thirty (30) days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and (ii) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent otherwise becoming aware of, of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-winding up of Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 thirty (30) days of becoming aware thereof. (b) As soon as practicable following receipt by Trustee the Company from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, Trustee will the Company shall give notice thereof to the Beneficiaries. Such notice shall be provided by Parent to the Company and shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(c3.10(c) (the “Automatic Exchange Right”). (c) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Parent Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day immediately prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation Event all Event, each of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by Parent and its Subsidiaries) shall be automatically exchanged for Parent Common Sharesthe Exchangeable Share Consideration. To effect such automatic exchange, Parent shall purchase on the fifth Business Day each such Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by BeneficiariesDate, and each Beneficiary shall sell the each Exchangeable Shares held by it at such time, free and clear of any lien, claim or encumbrance, for a total purchase price per share equal to (a) the Current Market Exchangeable Share Price of a Parent Common Share on the fifth Business Day immediately prior to the Liquidation Event Effective Date, which price shall be satisfied in full by Parent issuing delivering to such holder the Exchangeable Share Consideration representing such Exchangeable Share Price. The Beneficiary one Parent Common Share, and (b) shall upon delivery of the Exchangeable Share Consideration cease to the extent not have any rights to be paid by ExchangeCo, an additional the Company any amount equivalent to the full amount in respect of all declared and unpaid dividends on each such the Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection with such automatic exchange, Parent will provide to Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable ShareShares. (d) On The closing of the fifth purchase and sale contemplated by any exercise of the Automatic Exchange Right shall be deemed to have occurred at the close of business on the Business Day immediately prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent all of the such Beneficiary’s right, title and interest in and to such Beneficiary’s the Exchangeable Shares held by such Beneficiary free and clear of any lien, claim or encumbrance, any right of each such Beneficiary to receive declared and unpaid dividends from the related interest in the Trust Estate Company shall be deemed to be satisfied and discharged, and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Parent shall issue deliver or cause to be delivered to the Beneficiary, the Exchangeable Share Consideration deliverable to such Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary a cheque for the balance, if any, such exercise of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14Automatic Exchange Right. Concurrently with each such Beneficiary ceasing to be a holder of Exchangeable Shares, the such Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant included in the Exchangeable Share Consideration to the automatic exchange of Exchangeable Shares for Parent Common Shares be delivered to such Beneficiary and the certificates held by the such Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange the exercise of the Automatic Exchange Right shall thereafter be deemed to represent the Parent Common Shares issued to the such Beneficiary by Parent pursuant to such automatic exchangethe exercise of the Automatic Exchange Right. Upon the request of a any Beneficiary and the surrender by the such Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the such Beneficiary certificates representing the Parent Common Shares of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent will give Trustee the Holders written notice of each of the following events (each, a "Liquidation Event") at the time set forth below: (i) in the event of any determination by the Board board of Directors directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairsaffairs (it being understood that a sale of all or substantially all of the assets of Parent or any merger, consolidation or similar transaction involving Parent shall not, in and of itself, constitute a liquidation of Parent), at least 60 15 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and (ii) as soon as practicable following immediately, upon the earlier of of: (A) receipt by Parent of notice of, and ; and (B) Parent 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 Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, in each case where provided, however, that such shall only be a Liquidation Event if Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereofthereof or if Parent is not successful in any such good faith contestation and all rights of appeal have expired or been exhausted. (b) As soon as practicable following receipt by Trustee from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, Trustee will give notice thereof to the Beneficiaries. Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(c). (c) In order that the Beneficiaries Holders will be able to participate on a pro rata basis with the holders of Parent Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day immediately prior to the effective date time (the “"Liquidation Event Effective Date”Time") of a Liquidation Event Event, all of the then then-outstanding Exchangeable Shares shall be automatically exchanged for Parent Common SharesShares as contemplated in the definition of Exchangeable Share Consideration and shall also be entitled to the remaining Exchangeable Share Consideration, if any. To effect such automatic exchange, Parent Callco shall purchase on be deemed to have purchased from the fifth Business Day Holders each Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by BeneficiariesTime, and each Beneficiary the Holders shall sell be deemed to have sold the Exchangeable Shares held by it them at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Exchangeable Share on the fifth Business Day prior to Consideration applicable at the Liquidation Event Effective Date, which shall be satisfied in full by Time (the "Parent issuing to the Beneficiary one Parent Common Share, and (b) to the extent not paid by ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchangeLiquidation Price"). In connection with such automatic exchange, Parent will provide to Trustee the Holders an Officer’s 's Certificate setting forth the calculation of the purchase price for each Exchangeable ShareParent Liquidation Price. (dc) On the fifth Business Day Immediately prior to the Liquidation Event Effective DateTime, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary Holders shall be deemed to have transferred to Parent Callco all of the Beneficiary’s their right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder holders of such Exchangeable Shares Shares, and Parent Callco shall issue transfer and deliver to the Beneficiary Holders the Exchangeable Share Consideration representing the Holders' total Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but Liquidation Price less any amounts properly withheld pursuant to Section 5.14. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary by Parent pursuant to such automatic exchange3.4 hereof. Upon the request of a Beneficiary and the surrender by a Holder of certificates representing the Beneficiary of transferred Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank for transfer to Callco and accompanied by such instruments of transfer as Parent Callco may reasonably require, Parent Callco shall deliver or cause to be delivered to the Beneficiary Holder certificates representing the Parent Common Shares of which the Beneficiary such Holder is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent will shall give the Trustee notice of each of the following events (a "Liquidation Event") at the time set forth below: (i) in the event of any determination by the Board of Directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders 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 (ii) as soon as practicable following immediately, upon the earlier of (A) receipt by Parent of notice of, and (B) Parent otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-winding up of Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable Promptly following receipt by the Trustee from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, the Trustee will shall give notice thereof to the BeneficiariesHolders. Such notice shall be provided to the Trustee by Parent and shall include a brief description of the automatic exchange of Exchangeable Shares for shares of Parent Common Shares Stock provided for in Section 5.13(c)subsection 5.11(c) below. Within five (5) days of receipt of such notice, such Holder shall deliver to Parent a duly completed and executed copy of the certificate attached as SCHEDULE B to the Exchangeable Share Provisions. (c) In order that the Beneficiaries Holders will be able to participate on a pro rata basis with the holders of shares of Parent Common Shares Stock in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth (5th) Business Day prior to the effective date of a Liquidation Event (the “"Liquidation Event Effective Date”") of a Liquidation Event all of the then outstanding Exchangeable Shares shall shall, subject to the provisions of section 5.13 hereof, be automatically exchanged for shares of Parent Common SharesStock. To effect such automatic exchange, Parent shall shall, subject to the provisions of section 5.13 hereof, purchase each Exchangeable Share outstanding on the fifth (5th) Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by BeneficiariesHolders, and each Beneficiary Holder shall sell the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a multiplied by the Current Parent Common Share on the Equivalent determined as of such fifth (5th) Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full in respect of the Exchangeable Shares held by each Holder by Parent issuing to the Beneficiary one such Holder such whole number of shares of Parent Common ShareStock as is equal to the product obtained by multiplying the number of such Exchangeable Shares by the Current Parent Common Share Equivalent (together with an amount in lieu of any fractional Parent Common Share resulting from such calculation payable in accordance with section 9.4 of the Exchangeable Share Provisions), and plus (b) to the extent not paid by ExchangeCo, an additional amount equivalent equal to the full amount aggregate of all dividends declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend (provided that if the record date for any such declared and unpaid dividends occurs on or after the day of closing of such purchase and sale, the purchase price shall not include such additional amount equal to such declared and unpaid dividends). Parent shall provide the Trustee with an Officer's Certificate (upon which occurred prior to the date of the exchange. In Trustee may conclusively rely) in connection with such each automatic exchange, Parent will provide to Trustee an Officer’s Certificate exchange setting forth the calculation of the purchase price for each Exchangeable Share. Upon payment by Parent of such purchase price, the relevant Holder shall cease to have any right to be paid any amount in respect of declared and unpaid dividends on each such Exchangeable Share by Acquisition Sub. (d) On the fifth (5th) Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for shares of Parent Common Shares Stock shall be deemed to have occurred, and each Beneficiary Holder of Exchangeable Shares shall be deemed to have transferred to Parent all of the Beneficiary’s Holder's right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder Holder of such Exchangeable Shares and Parent shall issue to the Beneficiary Holder the shares of Parent Common Shares Stock issuable upon the automatic exchange of Exchangeable Shares for shares of Parent Common Shares Stock, which shares shall be duly and on the applicable payment date validly issued as fully paid and non-assessable and shall be free and clear of any Liens, and shall deliver to the Trustee for delivery to the Beneficiary Holder a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less (or, if any amounts withheld pursuant part of the purchase price consists of dividends payable in property, such property or property that is the same as or economically equivalent to Section 5.14such property). Concurrently with such Beneficiary Holder ceasing to be a holder of Exchangeable Shares, the Beneficiary Holder shall be considered and deemed for all purposes to be the holder of the shares of Parent Common Shares Stock issued to it pursuant to the automatic exchange of Exchangeable Shares for shares of Parent Common Shares Stock and the certificates held by the Beneficiary Holder previously representing the Exchangeable Shares exchanged by the Beneficiary Holder with Parent pursuant to such automatic exchange shall thereafter be deemed to represent the shares of Parent Common Shares Stock issued to the Beneficiary Holder by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary Holder and the surrender by the Beneficiary Holder of Exchangeable Share certificates deemed to represent shares of Parent Common SharesStock, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary Holder certificates representing the shares of Parent Common Shares Stock of which the Beneficiary Holder is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent will give the Trustee written notice of each of the following events at the time set forth below: (i) in the event of any determination by the Board of Directors of Parent to institute voluntary liquidation, dissolution or winding-winding up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-winding up or other distribution; and (ii) as soon as practicable promptly following the earlier of (A) receipt by Parent of notice of, and (B) Parent otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-winding up of Parent or to effect any other distribution of assets of Parent among its shareholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable Promptly following receipt by the Trustee from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i) or 5.13(a)(ii5.12(a) above, the Trustee will give notice thereof to the Beneficiaries. Such notice shall be provided to the Trustee by Parent and shall include a brief description of rights of the automatic exchange of Exchangeable Shares for Parent Common Shares Beneficiaries with respect to the Rights upon Automatic Exchange provided for in Section 5.13(c5.12(c). (c) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Parent Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day immediately prior to the effective date time (the “Liquidation Event Effective DateTime”) of a Liquidation Event all of the then outstanding Exchangeable Shares shall be automatically exchanged for Parent Common Shares. To effect such automatic exchange, Parent shall purchase on the fifth Business Day each Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding Time and held by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it such Beneficiary at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary one Parent Common Share, and (b) to the extent not paid by ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to Price applicable at that time. Parent shall provide the date of the exchange. In connection Trustee with such automatic exchange, Parent will provide to Trustee an Officer’s Certificate in connection with any automatic exchange setting forth the calculation of the purchase price Exchangeable Share Price for each Exchangeable Share. (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the The closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurredoccurred immediately prior to the Liquidation Event Effective Time, and each Beneficiary shall be deemed to have transferred to Parent all of the Beneficiary’s right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate Estate. Any right of each such Beneficiary to receive declared and unpaid dividends from Purchaser shall be deemed to be satisfied and discharged and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Parent shall issue deliver to the Beneficiary the Parent Common Shares issuable Exchangeable Share Consideration deliverable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14Shares. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary certificates representing Parent Common Shares of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a1) Parent will shall give the Share Trustee written notice of each of the following events (each, a “Liquidation Event”) at the time set forth below: (ia) in the event of any determination by the Board board of Directors directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, at least 60 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and (iib) as soon as practicable following the earlier of (A) receipt by Parent of notice of, and (B) Parent otherwise becoming aware of, of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b2) As soon as practicable following receipt by the Share Trustee from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, the Share Trustee will shall give notice thereof to the Beneficiaries. Such notice shall be provided by Parent to the Share Trustee and shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Delaware Common Shares Stock provided for in Section 5.13(c5.12(3) (the “Automatic Exchange Right”). (c3) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Parent Delaware Common Shares Stock in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day immediately prior to the effective date of a Liquidation Event (the “Liquidation Event Effective Date”) of a Liquidation Event all ), each of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by Parent and its Affiliates) shall be automatically exchanged for Parent one share of Delaware Common SharesStock multiplied by the Exchangeable Share Exchange Ratio, and in respect of each Beneficiary, rounded down to the nearest whole share. To effect such automatic exchange, Parent (or, if Parent so decides, in its sole discretion and to the extent permitted by applicable law, CallCo) shall purchase on the fifth Business Day exchange each such Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by BeneficiariesDate, and each Beneficiary shall sell the transfer each Exchangeable Shares held by it at such time, free and clear of any lien, claim or encumbrance, for a total purchase price an amount per share equal to (a) the Current Market Exchangeable Share Price of a Parent Common Share on the fifth Business Day immediately prior to the Liquidation Event Effective Date, which amount shall be satisfied in full by Parent issuing delivering to such holder the Exchangeable Share Consideration representing such Exchangeable Share Price. For greater certainty, the Beneficiary one Parent Common Share, and (b) shall upon delivery of the Exchangeable Share Consideration cease to the extent not have any rights to be paid by ExchangeCo, an additional ExchangeCo any amount equivalent to the full amount in respect of all declared and unpaid dividends on each such the Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection with such automatic exchange, Parent will provide to Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable ShareShares. (d4) On The closing of the fifth exercise of the Automatic Exchange Right shall be deemed to have occurred at the close of business on the Business Day immediately prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent or CallCo, as applicable, all of the such Beneficiary’s right, title and interest in and to such Beneficiary’s the Exchangeable Shares held by such Beneficiary free and clear of any lien, claim or encumbrance and the related interest in the Trust Estate Estate, any right of each such Beneficiary to receive declared and unpaid dividends from ExchangeCo shall be deemed to be satisfied and discharged, and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Parent or CallCo, as applicable, shall issue deliver or cause to be delivered to the Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee Share Trustee, for delivery to such Beneficiary, the Exchangeable Share Consideration deliverable to such Beneficiary a cheque for the balance, if any, upon such exercise of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14Automatic Exchange Right. Concurrently with each such Beneficiary ceasing to be a holder of Exchangeable Shares, the such Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Delaware Common Shares issued pursuant Stock included in the Exchangeable Share Consideration to the automatic exchange of Exchangeable Shares for Parent Common Shares be delivered to such Beneficiary and the certificates Exchangeable Share Documents held by the such Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent or CallCo, as applicable, pursuant to such automatic exchange the exercise of the Automatic Exchange Right shall thereafter be deemed to represent Parent the Delaware Common Shares Stock issued to the such Beneficiary by Parent pursuant to such automatic exchangethe exercise of the Automatic Exchange Right. Upon the request of a any Beneficiary and the surrender by the such Beneficiary of Exchangeable Share certificates or book-entry evidence deemed to represent Parent Delaware Common SharesStock, duly endorsed in blank and accompanied by such instruments of transfer as Parent or the transfer agent of Parent may reasonably require, Parent shall deliver or cause to be delivered to such Beneficiary book-entry evidence representing the Beneficiary certificates representing Parent Delaware Common Shares Stock of which the Beneficiary is the holder.

Automatic Exchange on Liquidation of Parent. (a) Parent Amdocs will give the Trustee written notice of each of the following events at the time set forth below: (i) in the event of any determination by the Board of Directors of Parent Amdocs to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent Amdocs or to effect any other distribution of assets of Parent Amdocs among its shareholders 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 (ii) as soon as practicable following the earlier of (A) receipt by Parent Amdocs of notice of, and (B) Parent Amdocs otherwise becoming aware of, of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-winding up of Parent Amdocs or to effect any other distribution of assets of Parent Amdocs among its shareholders for the purpose of winding up its affairs, in each case where Parent Amdocs has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable following receipt by the Trustee from Parent Amdocs of notice of any event (a “"Liquidation Event”") contemplated by Section 5.13(a)(i5.12(a)(i) or 5.13(a)(ii5.12(a)(ii) above, the Trustee will give notice thereof to the BeneficiariesHolders. Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Amdocs Ordinary Shares provided for in Section 5.13(c)5.12(c) below. (c) In order that the Beneficiaries Holders will be able to participate on a pro rata basis with the holders of Parent Common Amdocs Ordinary Shares in the distribution of assets of Parent Amdocs in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “"Liquidation Event Effective Date”") of a Liquidation Event all of the then outstanding Exchangeable Shares shall be automatically exchanged for Parent Common Shares. To effect such automatic exchange, Parent shall purchase on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a Parent Common Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Parent issuing to the Beneficiary one Parent Common Share, and (b) to the extent not paid by ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. In connection with such automatic exchange, Parent will provide to Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable Share. (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Parent all of the Beneficiary’s right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and Parent shall issue to the Beneficiary the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares and on the applicable payment date shall deliver to Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 5.14. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Parent pursuant to such automatic exchange shall thereafter be deemed to represent Parent Common Shares issued to the Beneficiary by Parent pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent may reasonably require, Parent shall deliver or cause to be delivered to the Beneficiary certificates representing Parent Common Shares of which the Beneficiary is the holder.for

Automatic Exchange on Liquidation of Parent. (a) Parent will shall give the Trustee notice of each of the following events (a "Liquidation Event") at the time set forth below: (i) in the event of any determination by the Board of Directors of Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Parent or to effect any other distribution of assets of Parent among its shareholders 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 (ii) as soon as practicable following immediately, upon the earlier of (A) receipt by Parent of notice of, of and (B) Parent otherwise becoming aware of, of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-winding up of Parent or to effect any other distribution of assets of Parent among its shareholders stockholders for the purpose of winding up its affairs, in each case where Parent has failed to contest in good faith any such proceeding commenced in respect of Parent within 30 days of becoming aware thereof. (b) As soon as practicable Immediately following receipt by the Trustee from Parent of notice of any event (a “Liquidation Event”) contemplated by Section 5.13(a)(i) or 5.13(a)(ii) above, the Trustee will shall give notice thereof to the BeneficiariesHolders. Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for Parent Common Shares provided for in Section 5.13(c)subsection 5.11(c) below. (c) In order that the Beneficiaries Holders will be able to participate on a pro rata basis with the holders of Parent Common Shares in the distribution of assets of Parent in connection with a Liquidation Event, on the fifth Business Day prior to the effective date of a Liquidation Event (the “"Liquidation Event Effective Date”") of a Liquidation Event all of the then outstanding Exchangeable Shares shall be automatically exchanged for Parent Common Shares. To effect such automatic exchange, Parent CDN2 shall purchase each Exchangeable Share outstanding on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by BeneficiariesHolders, and each Beneficiary Holder shall sell the Exchangeable Shares held by it at such time, for a total purchase price per share equal to (a) the Current Market Price of a multiplied by the Current Parent Common Share Equivalent on the such fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full in respect of the Exchangeable Shares held by Parent each Holder by CDN2 issuing to the Beneficiary one such Holder such whole number of Parent Common ShareShares as is equal to the product obtained by multiplying the number of such Exchangeable Shares by the Current Parent Common Share Equivalent (together with an amount in lieu of any fractional Parent Common Share resulting from such calculation payable in accordance with section 9.4 of the Exchangeable Share Provisions), and plus (b) to the extent not paid by ExchangeCo, an additional amount equivalent equal to the full amount aggregate of all dividends declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend (provided that if the record date which occurred prior to for any such declared and unpaid dividends occurs on or after the date day of the exchange. In connection with closing of such automatic exchangepurchase and sale, Parent will provide to Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable Shareshall not include such additional amount equal to such declared and unpaid dividends). (d) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Parent Common Shares shall be deemed to have occurred, and each Beneficiary Holder of Exchangeable Shares shall be deemed to have transferred to Parent CDN2 all of the Beneficiary’s Holder's right, title and interest in and to such Beneficiary’s Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder Holder of such Exchangeable Shares and Parent CDN2 shall issue to the Beneficiary Holder the Parent Common Shares issuable upon the automatic exchange of Exchangeable Shares for Parent Common Shares which shares shall be duly and on the applicable payment date validly issued as fully paid and non-assessable and shall be free and clear of any Liens and shall deliver to the Trustee for delivery to the Beneficiary Holder a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less (or, if any amounts withheld pursuant part of the purchase price consists of dividends payable in property, such property or property that is the same as or economically equivalent to Section 5.14such property). Concurrently with such Beneficiary Holder ceasing to be a holder of Exchangeable Shares, the Beneficiary Holder shall be considered and deemed for all purposes to be the holder of the Parent Common Shares issued to it pursuant to the automatic exchange of Exchangeable Shares for Parent Common Shares and the certificates held by the Beneficiary Holder previously representing the Exchangeable Shares exchanged by the Beneficiary Holder with Parent CDN2 pursuant to such automatic exchange shall thereafter be deemed to represent the Parent Common Shares issued to the Beneficiary Holder by Parent CDN2 pursuant to such automatic exchange. Upon the request of a Beneficiary Holder and the surrender by the Beneficiary Holder of Exchangeable Share certificates deemed to represent Parent Common Shares, duly endorsed in blank and accompanied by such instruments of transfer as Parent CDN2 may reasonably require, Parent CDN2 shall deliver or cause to be delivered to the Beneficiary Holder certificates representing the Parent Common Shares of which the Beneficiary Holder is the holder.