Common use of Delivery of Exchangeable Share Consideration; Effect of Exercise Clause in Contracts

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct), the Trustee shall notify RVI and RVI Sub of its receipt of the same, which notice to RVI and RVI Sub shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub and RVI of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this agreement. Immediately upon the giving of notice by the Trustee to RVI and RVI Sub of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.6, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI to the Trustee by the date specified above, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI Merilus USA to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct)Merilus USA, the Trustee shall will notify RVI Merilus USA and RVI Sub Merilus Canada of its receipt of the same, which notice to RVI Merilus USA and RVI Sub shall Merilus Canada will constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI shall Merilus USA will immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall will be made unless and until the Holder requesting the same shall will have paid (or provided evidence satisfactory to the Trustee, RVI Sub Merilus Canada and RVI Merilus USA of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this agreement. Immediately upon on the giving of notice by the Trustee to RVI Merilus USA and RVI Sub Merilus Canada of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.6, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall will be deemed to have occurred, (ii) RVI shall Merilus USA will be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall will be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) Merilus USA all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate, shall will cease to be a holder of such Exchangeable Shares and shall will not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI Merilus USA to the Trustee by the date specified above, in which case the rights of the Holder shall will remain unaffected until such Exchangeable Share Consideration is delivered by RVI Merilus USA and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall will be considered and deemed for all purposes to be the holder of the shares of RVI Merilus USA Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall 123 will be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights voting rights with respect theretothereto under this agreement.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI ParentCo to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct)ParentCo, the Trustee shall notify RVI ParentCo and RVI Sub the Corporation of its receipt of the same, which notice to RVI ParentCo and RVI Sub the Corporation shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI ParentCo shall immediately thereafter deliver or cause ParentCo Sub to be delivered deliver to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub the Corporation and RVI ParentCo of the payment of) the taxes (if any) payable as contemplated by Section 5.8 3.8 of this agreement. Immediately upon the giving of notice by the Trustee to RVI ParentCo and RVI Sub the Corporation of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.63.6, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI ParentCo (or RVI Holdco as RVI may directat ParentCo's option, to ParentCo Sub) all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI ParentCo or ParentCo Sub to the Trustee Trustee, for delivery to such Holder (or to such other persons, if any, properly designated by such Holder), within five Business Days of the date of the giving of such notice by the date specified aboveTrustee, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI ParentCo or ParentCo Sub and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be registered as the holder of the shares of RVI Common Stock Class A Shares delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI ParentCo to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct)ParentCo, the Trustee shall notify RVI ParentCo and RVI Sub the Corporation of its receipt of the same, which notice to RVI ParentCo and RVI Sub the Corporation shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI ParentCo shall immediately thereafter deliver or cause ParentCo Sub to be delivered deliver to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub the Corporation and RVI ParentCo of the payment of) the taxes (if any) payable as contemplated by Section 5.8 6.8 of this agreement. Immediately upon the giving of notice by the Trustee to RVI ParentCo and RVI Sub the Corporation of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.66.6, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI ParentCo (or RVI Holdco as RVI may directat ParentCo’s option, to ParentCo Sub) all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI ParentCo or ParentCo Sub to the Trustee Trustee, for delivery to such Holder (or to such other persons, if any, properly designated by such Holder), within five Business Days of the date of the giving of such notice by the date specified aboveTrustee, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI ParentCo or ParentCo Sub and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI ParentCo Common Stock Shares delivered to it pursuant to the Exchange Put Right or and no longer to be the Exchange Rightholder of the sold Exchangeable Shares for purposes of having voting rights with respect to the ParentCo Preferred Shares pursuant to Article 4 hereof. Notwithstanding the foregoing, foregoing until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights voting rights with respect theretoto the ParentCo Preferred Shares pursuant to Article 4 hereof.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI IPC Delaware to purchase under the Exchange Insolvency Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Insolvency Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct), the Trustee shall notify RVI and RVI Sub of its receipt of the sameIPC Delaware, which notice to RVI and RVI Sub IPC Delaware shall constitute exercise of the Exchange Insolvency Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable SharesHolder, and RVI IPC Delaware shall immediately promptly thereafter deliver or cause to be delivered to the Trustee, for delivery transfer to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Total Exchangeable Share Consideration deliverable to the Holder in connection with the exercise of the Exchange Insolvency Put Right or the Exchange Right, less any amounts properly withheld pursuant to Section 3.3 hereof; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub Corporation and RVI IPC Delaware of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this agreement2.6 hereof. Immediately upon the giving of notice by the Trustee Holder to RVI and RVI Sub IPC Delaware of the exercise of the Exchange Insolvency Put Right or the Exchange Right, as provided in this Section 5.6, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) IPC Delaware all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust EstateShares, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, therefor unless such the Total Exchangeable Share Consideration payable to the Holder is not delivered by RVI IPC Delaware to the Trustee Holder by the date specified abovespecified, in which case the rights of the Holder shall remain unaffected until such Total Exchangeable Share Consideration is delivered by RVI IPC Delaware and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of such Exchangeable Shares, the such Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI IPC Delaware Common Stock Shares delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder exercise of the sold Exchangeable Shares for purposes of the Voting Rights with respect theretoInsolvency Put Right.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates duly endorsed for transfer to Subco representing the Exchangeable Shares which the Holder desires RVI Subco to purchase under the Exchange Put Right or the Exchange Right (Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right)Right (and payment of taxes, duly endorsed for transfer to RVI (or RVI Holdco if any, payable as RVI may directcontemplated by Section 5.9 hereof), the Trustee shall notify RVI Subco and RVI Sub the Company of its receipt of the same, which notice to RVI Subco and RVI Sub the Company shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI Subco shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange RightRight (less any amounts withheld pursuant to Section 5.14 hereof); provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub the Company and RVI Subco of the payment of) the taxes (if any) payable as contemplated by Section 5.8 5.9 of this agreementAgreement. Immediately upon the giving of notice by the Trustee to RVI Subco and RVI Sub the Company of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.65.7, (ia) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (iib) RVI Subco shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third fifth Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iiic) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) Subco all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI Subco to the Trustee by the date specified above, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI Subco and any cheque check included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI Parent Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, foregoing until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights voting rights with respect theretothereto under this Agreement.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI US Co to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct), US Co the Trustee shall notify RVI US Co and RVI US Co Sub of its receipt of the same, which notice to RVI US Co and RVI US Co Sub shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI US Co shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI US Co Sub and RVI US Co of the payment of) the taxes (if any) payable as contemplated by Section 5.8 5(h) of this agreementAgreement. Immediately upon the giving of notice by the Trustee to RVI US Co and RVI US Co Sub of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.65(f), (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) US Co all of its right, title and interest in and to such Exchangeable Shares and in the related interest in the Trust Estate, Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not 80 - 13 - delivered by RVI US Co to the Trustee Trustee, for delivery to such Holder (or to such other persons, if any, properly designated by such Holder), within three Business Days of the date of the giving of such notice by the date specified aboveTrustee, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI US Co and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI US Co Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI WCL to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct)WCL, the Trustee WCL shall notify RVI and RVI Sub the Corporation of its receipt of the same, which notice to RVI and RVI Sub the Corporation shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI WCL shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub Corporation and RVI WCL of the payment of) of the taxes (if any) payable as contemplated by Section 5.8 of this agreement11.10 hereof. Immediately upon the giving of notice by the Trustee Holder to RVI WCL and RVI Sub the Corporation of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.62.4, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) WCL all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate, shall cease to be a holder Holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder Holder in respect thereof, other than the right to receive his its proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI WCL to the Trustee Holder, for delivery to such Holder (or to such other persons, if any, properly designated by such Holder), within five (5) Business Days of the date of the giving of such notice by the date specified aboveHolder, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI WCL and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI WII Common Stock deliverable or delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt by ParentCo of the certificates representing the Exchangeable Shares which the Holder Vendor desires RVI ParentCo to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct)ParentCo, ParentCo shall advise the Trustee shall notify RVI and RVI Sub Corporation of its receipt of the same, which notice to RVI ParentCo and RVI Sub the Corporation shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder Vendor of such Exchangeable Shares, and RVI ParentCo shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder Vendor of such Exchangeable Shares (or to such other persons, if any, properly designated by such HolderVendor), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder Vendor requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub Corporation and RVI ParentCo of the payment of) the taxes (if any) payable as contemplated by Section 5.8 3.7 of this agreement. Immediately upon the giving of notice by the Trustee Vendor to RVI ParentCo and RVI Sub the Corporation of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.63.5, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to and the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder Vendor of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) ParentCo all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust EstateExchange Rights, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI ParentCo to the Trustee such Vendor (or to such other persons, if any, properly designated by such Vendor), within seven Business Days of the date specified aboveof the giving of such notice, in which case the rights of the Holder Vendor shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI ParentCo and any cheque check included therein is paid. Concurrently with such Holder Vendor ceasing to be a holder of Exchangeable Shares, the Holder Vendor shall be considered and deemed for all purposes to be the holder of the shares of RVI ParentCo Common Stock Shares delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after the receipt by the Trustee of the certificates representing the Exchangeable Shares which the Holder Beneficiary desires RVI FCE to purchase under the Exchange Put Right or the Exchange Right (Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange RightRight (and payment of taxes, if any payable as contemplated by Section 5.8 or evidence thereof), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct)FCE, the Trustee shall notify RVI FCE and RVI Sub ExchangeCo of its receipt of the same, which notice to RVI FCE and RVI Sub ExchangeCo shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder Beneficiary in respect of such Exchangeable Shares, and RVI FCE shall immediately promptly thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder Beneficiary in respect of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), Beneficiary) the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder Beneficiary requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub ExchangeCo and RVI FCE of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this agreementAgreement. Immediately upon the giving of notice by the Trustee to RVI FCE and RVI Sub ExchangeCo of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.6, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI FCE shall be required to take all action necessary to permit it to occur, occur including delivery to the Trustee of the relevant Exchangeable Share Consideration, Consideration no later than the close of business on the third Business Day following the receipt by the Trustee of the notice, certificates and other documents as aforesaid aforesaid, and (iii) the Holder Beneficiary of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) FCE all of its such Beneficiary's right, title and interest in and to such Exchangeable Shares and in the related interest in the Trust Estate, Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI FCE to the Trustee for delivery to such Beneficiary (or to such other person, if any, properly designated by such Beneficiary) by the date specified above, in which case the rights of the Holder Beneficiary shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI FCE and any cheque included therein is paid. Upon delivery of such Exchangeable Share Consideration by FCE to the Trustee, the Trustee shall deliver such Exchangeable Share Consideration to such Beneficiary (or to such other person, if any, properly designated by such Beneficiary). Concurrently with such Holder Beneficiary ceasing to be a holder of Exchangeable Shares, the Holder Beneficiary shall be considered and deemed for all purposes to be the holder of the shares of RVI FCE Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI Shannon to purchase under the Exchange Put Right or the Exchange Right (together with togethxx xxxx such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct), Shannon the Trustee shall notify RVI Shannon and RVI Sub SIL of its receipt of the same, which notice to RVI noxxxx xx Shannon and RVI Sub SIL shall constitute exercise of the Exchange Put Right or the Exchange Right Excxxxxx Xight by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI Shannon shall immediately thereafter deliver or cause to be causx xx xx delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub SIL and RVI Shannon of the payment of) the taxes (if any) payable as contemplated payablx xx xxntemplated by Section 5.8 5(h) of this agreementAgreement. Immediately upon the giving of notice by the Trustee to RVI Shannon and RVI Sub SIL of the exercise of the Exchange Put Right or the Exchange Right, as provided xx xrovided in this Section 5.65 (f), (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) Shannon all of its right, title and interest in and to such xx xxxx Exchangeable Shares and in the related interest in the Trust Estate, Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI Shannon to the Trustee Trustee, for delivery to such Holder (xx xx such other persons, if any, properly designated by such Holder), within three Business Days of the date of the giving of such notice by the date specified aboveTrustee, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI Shannon and any cheque included therein is paid. Concurrently Conxxxxxxxly with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes purpose to be the holder of the shares of RVI Shannon Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Xxxxxxge Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. (1) Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI ParentCo to purchase under the Exchange Put Right or the Insolvency Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Insolvency Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct)ParentCo, the Trustee shall notify RVI ParentCo and RVI Sub the Company of its receipt of the same, which notice to RVI ParentCo and RVI Sub the Company shall constitute exercise of the Exchange Put Right or the Insolvency Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI ParentCo shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other personsperson, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Insolvency Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub the Company, CallCo and RVI ParentCo of the payment of) the taxes (if any) payable as contemplated by Section 5.8 4.8 of this agreementAgreement. Immediately upon the giving of notice by the Trustee to RVI ParentCo and RVI Sub the Company of the exercise of the Exchange Put Right or the Insolvency Exchange Right, as provided in this Section 5.64.6, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Insolvency Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) ParentCo all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price thereforExchangeable Share Consideration, unless such Exchangeable Share Consideration is not delivered or cause to be delivered by RVI ParentCo to the Trustee Trustee, for delivery to such Holder (or to such other persons, if any, properly designated by such Holder), within three Business Days of the date of the giving of such notice by the date specified aboveTrustee, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI ParentCo and any cheque included therein is paidhonoured. Upon delivery by ParentCo to the Trustee of such ParentCo Common Stock, the Trustee shall deliver such ParentCo Common Stock to such Holder (or to such other persons, if any, properly designated by such Holder). Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI ParentCo Common Stock delivered to it pursuant to the Exchange Put Right or the Insolvency Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Series I Exchangeable Shares which the Holder desires RVI Adsero Callco to purchase under the Exchange Put Right or the Insolvency Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Insolvency Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct), the Trustee shall notify RVI and RVI Sub of its receipt of the sameAdsero Callco, which notice to RVI Adsero Callco and RVI Sub the Company shall constitute exercise of the Exchange Put Right or the Insolvency Exchange Right by the Trustee on behalf of the Holder of such Exchangeable SharesHolder, and RVI Adsero Callco shall immediately promptly thereafter deliver or cause to be delivered to the Trustee, for delivery transfer to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Series I Exchangeable Share Consideration deliverable in connection with the exercise of the Insolvency Exchange Put Right or the Exchange Rightless any amounts properly withheld pursuant to Section 5.3 hereof; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub Company and RVI Adsero Callco of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this agreement4.6 hereof. Immediately upon the giving of notice by the Trustee Holder to RVI Adsero Callco and RVI Sub the Company of the exercise of the Exchange Put Right or the Insolvency Exchange Right, as provided in this Section 5.64.4, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) Adsero Callco all of its right, title and interest in and to such Series I Exchangeable Shares and the related interest in the Trust EstateShares, shall cease to be a holder of such Series I Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, therefor unless such the Series I Exchangeable Share Consideration is not delivered by RVI Adsero Callco to the Trustee Holder by the date specified abovespecified, in which case the rights of the Holder shall remain unaffected until such Series I Exchangeable Share Consideration is delivered by RVI Adsero Callco and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Series I Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Series I Exchangeable Shares for purposes of the Voting Rights any right with respect theretothereto under this agreement. For greater certainty, Section 3.6 applies herewith.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI JAG to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI JAG (or RVI JAG Holdco as RVI JAG may direct), the Trustee shall notify RVI JAG and RVI Sub ExchangeCo of its receipt of the same, which notice to RVI JAG and RVI Sub ExchangeCo shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI JAG shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub ExchangeCo and RVI JAG of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this agreement. Immediately upon the giving of notice by the Trustee to RVI JAG and RVI Sub ExchangeCo of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.6, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI JAG shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI JAG (or RVI JAG Holdco as RVI JAG may direct) all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI JAG to the Trustee by the date specified above, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI JAG and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI JAG Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after (a) The receipt by the Transfer Agent at the Transfer Agent Office (which shall be deemed receipt by Parent and Newco I) of the certificates duly endorsed for transfer representing the Exchangeable Shares which the Holder desires RVI Parent or Newco I to purchase under the Exchange Put Right or the Exchange Right (or the holding of such certificates by Transfer Agent as referenced in Section 5.6(b) above, together with such other documents and instruments of transfer transfer, if any, and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange RightRight (and payment of taxes, if any, payable as contemplated by Section 5.9 hereof) (the date of such receipt in the case of the Exchange Put Right sometimes being referred to as the "EXCHANGE PUT DATE", and in the case of the Exchange Right sometimes being referred to as the "EXCHANGE NOTICE DATE"), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct), the Trustee shall notify RVI and RVI Sub of its receipt of the same, which notice to RVI and RVI Sub shall constitute exercise of the Exchange Put Right or the Exchange Right Right, as applicable, by the Trustee on behalf of the Holder of such Exchangeable Shares. Parent or Newco I, as applicable, shall within two (2) Business Days after such receipt if the Exchange Agent Letter Conditions are satisfied and RVI shall immediately thereafter deliver or cause to be delivered to the Trusteeotherwise within five (5) Business Days after such receipt, for make delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable to the Holder in connection with the exercise of the Exchange Put Right or the Exchange RightRight (less any amounts withheld pursuant to Section 5.14 hereof); provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub and RVI Transfer Agent of the payment of) the taxes (if any) payable as contemplated by Section 5.8 5.9 of this agreementAgreement. Immediately Parent will cause Newco I to make delivery of the Exchangeable Share Consideration in accordance with this Section 5.7(a) or will deliver it itself. (b) Unless a Holder exercises its right to revoke pursuant to Section 5.7(c) with respect to the Exchange Put Right, immediately upon the giving of notice by the Trustee to RVI and RVI Sub of the exercise of the Exchange Put Right or the Exchange Right, Right as provided in this Section 5.65.7(a), (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurredoccurred and Parent and/or Newco I, (ii) RVI as applicable, shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third second Business Day or the fifth Business Day, as applicable, following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Exchange Put Date or Exchange Notice Date. The Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (Parent or RVI Holdco Newco I, as RVI may direct) applicable, all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust EstateShares, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder or Holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless thereof when such Exchangeable Share Consideration is not delivered by RVI Parent or Newco I to the Trustee by the date specified aboveHolder, in which case and until such time the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI and any cheque included therein is paidunaffected. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI Parent Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoingFor greater certainty, until the Exchangeable Share Consideration is delivered to the HolderHolder (or as the Holder may direct), the Holder shall be deemed to still be a holder of the sold Exchangeable Shares tendered for sale for purposes of the Voting Rights voting rights with respect theretothereto under this Agreement. (c) A Holder may, by notice in writing given by the Holder to the Transfer Agent before the close of business on the first Business Day following the Exchange Put Date, provided no such notice by Holder shall be effective if given to the Transfer Agent after the Exchangeable Share Consideration has been delivered to such Holder, withdraw such Holder's notice of exercise of the Exchange Put Right in which event such exercise of the Exchange Put Right shall be null and void, and for greater certainty, the offer constituted by the notice exercising the Exchange Put Right to sell the applicable Exchangeable Shares shall be deemed to be revoked. A Holder revoking its notice of exercise of Exchange Put Right shall be obligated to reimburse Parent or Newco I for any actual costs incurred (including any charges of the Transfer Agent) in connection with such Holder's exercise of the Exchange Put Right prior to Transfer Agent's receipt of notice of the applicable withdrawal.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly As soon as practicable after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI Jaws US to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct)Jaws US, the Trustee shall notify RVI Jaws US and RVI Sub Jaws Canada of its receipt of the same, which notice to RVI Jaws US and RVI Sub Jaws Canada shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI Jaws US shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub Jaws Canada and RVI Jaws US of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this agreementAgreement. Immediately upon the giving of notice by the Trustee to RVI Jaws US and RVI Sub Jaws Canada of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.6, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI Jaws US shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day as soon as reasonably practicable following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) Jaws US all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI Jaws US to the Trustee by the date specified above, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI Jaws US and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI Jaws US Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights voting rights with respect theretothereto under this Agreement.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after (a) The receipt by the Transfer Agent at the Transfer Agent Office (which shall be deemed receipt by Parent and Newco I) of the certificates duly endorsed for transfer representing the Exchangeable Shares which the Holder desires RVI Parent or Newco I to purchase under the Exchange Put Right or the Exchange Right (Right, together with such other documents and instruments of transfer transfer, if any, and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange RightRight (and payment of taxes, if any, payable as contemplated by Section 5.9 hereof) (the date of such receipt in the case of the Exchange Put Right sometimes being referred to as the "EXCHANGE PUT DATE"), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct), the Trustee shall notify RVI and RVI Sub of its receipt of the same, which notice to RVI and RVI Sub shall constitute exercise of the Exchange Put Right or the Exchange Right Right, as applicable, by the Trustee on behalf of the Holder of such Exchangeable Shares. Parent or Newco I, and RVI as applicable, shall immediately thereafter within [FIVE (5)/THREE (3)] Business Days after such receipt deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange RightRight (less any amounts withheld pursuant to Section 5.14 hereof); provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub and RVI Transfer Agent of the payment of) the taxes (if any) payable as contemplated by Section 5.8 5.9 of this agreementAgreement. Immediately Parent will cause Newco I to deliver the Exchangeable Share Consideration in accordance with this Section 5.7(a) or will deliver it itself. (b) Unless a Holder exercises its right to revoke pursuant to Section 5.7(c) with respect to the Exchange Put Right, immediately upon the giving of notice by the Trustee to RVI and RVI Sub of the exercise of the Exchange Put Right or the Exchange Right, Right as provided in this Section 5.65.7(a), (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurredoccurred and Parent and/or Newco I, (ii) RVI as applicable, shall be required to take all action necessary to permit it to occur, including delivery to the Trustee Holder of the relevant Exchangeable Share Consideration, no later than the close of business on the third fifth Business Day following the receipt by of the Trustee of notice, certificates and other documents as aforesaid and (iii) the aforesaid. The Holder of such Exchangeable Shares shall then be deemed to have transferred to RVI (Parent or RVI Holdco Newco I, as RVI may direct) applicable, all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust EstateShares, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder or Holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless thereof when such Exchangeable Share Consideration is not delivered by RVI Parent or Newco I to the Trustee by the date specified aboveHolder, in which case and until such time the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI and any cheque included therein is paidunaffected. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI Parent Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoingFor greater certainty, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights voting rights with respect theretothereto under this Agreement. (c) A Holder may, by notice in writing given by the Holder to the Transfer Agent before the close of business on the [THIRD] Business Day following the Exchange Put Date, provided no such notice by Holder shall be effective if given to the Transfer Agent after the Exchangeable Share Consideration has been sent to such Holder, withdraw such Holder's notice of exercise of the Exchange Put Right in which event such exercise of the Exchange Put Right shall be null and void, and for greater certainty, the offer constituted by the notice exercising the Exchange Put Right to sell the applicable Exchangeable Shares shall be deemed to be revoked. A Holder revoking its notice of exercise of Exchange Put Right shall be obligated to reimburse Parent or Newco I for any actual costs incurred (including any charges of the Transfer Agent) in connection with such Holder's exercise of the Exchange Put Right prior to Transfer Agent's receipt of notice of the applicable withdrawal.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificate or certificates representing the Exchangeable Shares which of the Holder desires RVI Holders to purchase be purchased by PMG or Callco under the Exchange Put Right or the Insolvency Exchange Right (together with such documents and instruments of transfer the Additional Transfer Documents and a duly completed form of notice of exercise of the Exchange Put Right or the Insolvency Exchange Right), duly endorsed for transfer to RVI (PMG or RVI Holdco as RVI may direct), the Trustee shall notify RVI and RVI Sub of its receipt of the sameCallco, which notice to RVI and RVI Sub PMG or Callco shall constitute exercise of the Exchange Put Right or the Insolvency Exchange Right by the Trustee on behalf of Holders, PMG shall promptly thereafter transfer (or Callco shall cause the Holder of such Exchangeable Shares, and RVI shall immediately thereafter deliver or cause to be delivered transfer) to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), Holders the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Insolvency Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory less any amounts properly withheld pursuant to the Trustee, RVI Sub and RVI of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this agreement3.5. Immediately upon the giving of notice by the Trustee Holders to RVI and RVI Sub PMG or Callco of the exercise of the Exchange Put Right or the Insolvency Exchange Right, as provided in this Section 5.62.4, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares Holders shall be deemed to have transferred to RVI (PMG or RVI Holdco Callco, as RVI the case may direct) be, all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust EstateShares, shall cease to be a holder Holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder Holders in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, therefor unless such the Exchangeable Share Consideration is not delivered by RVI PMG or is caused to be delivered by Callco to the Trustee Holders by the date specified abovespecified, in which case the rights of the Holder Holders shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI PMG or is caused to be delivered Callco and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Holders of Exchangeable Share Consideration Shares is delivered to actually entered on the Holderstock register of PMG Common Stock, the Holder Holders shall be deemed to still be a holder Holders of the sold Exchangeable Shares for purposes of the Voting Rights all rights with respect theretothereto under this Agreement.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI Pubco to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct), Pubco the Trustee shall notify RVI Pubco and RVI Sub Westcor of its receipt of the same, which notice to RVI Pubco and RVI Sub Westcor shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI Pubco shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Exchangea-ble Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub Westcor and RVI Pubco of the payment of) the taxes (if any) payable as contemplated by Section 5.8 5(h) of this agreementAgreement. Immediately upon the giving of notice by the Trustee to RVI Pubco and RVI Sub Westcor of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.65 (f), (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) Pubco all of its right, title and interest in and to such Exchangeable Shares and in the related interest in the Trust Estate, Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI Pubco to the Trustee Trustee, for delivery to such Holder (or to such other persons, if any, properly designated by such Holder), within three Business Days of the date of the giving of such notice by the date specified aboveTrustee, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI Pubco and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI Pubco Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI US Co to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct), US Co the Trustee shall notify RVI US Co and RVI US Co Sub of its receipt of the same, which notice to RVI US Co and RVI US Co Sub shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI US Co shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI US Co Sub and RVI US Co of the payment of) the taxes (if any) payable as contemplated by Section 5.8 5(h) of this agreementAgreement. Immediately upon 13 - 13 - the giving of notice by the Trustee to RVI US Co and RVI US Co Sub of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.65(f), (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) US Co all of its right, title and interest in and to such Exchangeable Shares and in the related interest in the Trust Estate, Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI US Co to the Trustee Trustee, for delivery to such Holder (or to such other persons, if any, properly designated by such Holder), within three Business Days of the date of the giving of such notice by the date specified aboveTrustee, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI US Co and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI US Co Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI Callco to purchase under the Exchange Put Right or the Insolvency Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Insolvency Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct), the Trustee shall notify RVI and RVI Sub of its receipt of the sameCallco, which notice to RVI and RVI Sub Callco shall constitute exercise of the Exchange Put Right or the Insolvency Exchange Right by the Trustee on behalf of the Holder of such Exchangeable SharesHolder, and RVI Callco shall immediately promptly thereafter deliver or cause to be delivered to the Trustee, for delivery transfer to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Insolvency Exchange Right, less any amounts properly withheld pursuant to Section 3.4 hereof; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub Corporation and RVI Callco of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this agreement2.6 hereof. Immediately upon the giving of notice by the Trustee Holder to RVI and RVI Sub Callco of the exercise of the Exchange Put Right or the Insolvency Exchange Right, as provided in this Section 5.62.4, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) Callco all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust EstateShares, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, therefor unless such the Exchangeable Share Consideration is not delivered by RVI Callco to the Trustee Holder by the date specified abovespecified, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI Callco and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI EduTrek to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct)EduTrek, the Trustee shall notify RVI EduTrek and RVI Sub ITI of its receipt of the same, which notice to RVI EduTrek and RVI Sub ITI shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI EduTrek shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub ITI and RVI EduTrek of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this agreement. Immediately upon the giving of notice by the Trustee to RVI EduTrek and RVI Sub ITI of the exercise of the Exchange Put Right or the Exchange RightRight and the delivery of the Exchangeable Share Consideration to the Trustee, as provided in this Section 5.6, (ia) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (iib) RVI EduTrek shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, occur no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iiic) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) EduTrek all of its right, title and interest in and to such Exchangeable Shares and the its related interest in the Trust EstateEstate shall immediately cease, and the Holder shall cease to be a holder Holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder Holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI to the Trustee by the date specified above, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI EduTrek Common Stock delivered or deliverable to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, foregoing until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights voting rights with respect theretothereto under this agreement.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the Series II certificates representing the Series II Exchangeable Shares which the Holder desires RVI Adsero Callco to purchase under the Exchange Put Right or the Insolvency Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Insolvency Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct), the Trustee shall notify RVI and RVI Sub of its receipt of the sameAdsero Callco, which notice to RVI Adsero Callco and RVI Sub the Company shall constitute exercise of the Exchange Put Right or the Insolvency Exchange Right by the Trustee on behalf of the Holder of such Exchangeable SharesHolder, and RVI Adsero Callco shall immediately promptly thereafter deliver or cause to be delivered to the Trustee, for delivery transfer to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Series II Exchangeable Share Consideration deliverable in connection with the exercise of the Insolvency Exchange Put Right or the Exchange Rightless any amounts properly withheld pursuant to Section 5.3 hereof; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub Company and RVI Adsero Callco of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this agreement4.6 hereof. Immediately upon the giving of notice by the Trustee Holder to RVI Adsero Callco and RVI Sub the Company of the exercise of the Exchange Put Right or the Insolvency Exchange Right, as provided in this Section 5.64.4, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) Adsero Callco all of its right, title and interest in and to such Series II Exchangeable Shares and the related interest in the Trust EstateShares, shall cease to be a holder of such Series II Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, therefor unless such the Series II Exchangeable Share Consideration is not delivered by RVI Adsero Callco to the Trustee Holder by the date specified abovespecified, in which case the rights of the Holder shall remain unaffected until such Series II Exchangeable Share Consideration is delivered by RVI Adsero Callco and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Series II Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Series II Exchangeable Shares for purposes of the Voting Rights any right with respect theretothereto under this agreement. For greater certainty, Section 3.6 applies herewith.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI ParentCo to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct)ParentCo, the Trustee shall notify RVI ParentCo and RVI Sub the Corporation of its receipt of the same, which notice to RVI ParentCo and RVI Sub the Corporation shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI ParentCo shall immediately thereafter deliver or cause ParentCo Sub to be delivered deliver to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub the Corporation and RVI ParentCo of the payment of) the taxes (if any) payable as contemplated by Section 5.8 7.8 of this agreement. Immediately upon the giving of notice by the Trustee to RVI ParentCo and RVI Sub the Corporation of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.67.6, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI ParentCo (or RVI Holdco as RVI may directat ParentCo's option, to ParentCo Sub) all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI ParentCo or ParentCo Sub to the Trustee Trustee, for delivery to such Holder (or to such other persons, if any, properly designated by such Holder), within five Business Days of the date of the giving of such notice by the date specified aboveTrustee, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI ParentCo or ParentCo Sub and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI ParentCo Common Stock Shares delivered to it pursuant to the Exchange Put Right or the Exchange RightRight and no longer to be the holder of the sold Exchangeable Shares for purposes of having voting rights with respect to ParentCo Preferred Share pursuant to Article 4 hereof. Notwithstanding the foregoing, foregoing until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights voting rights with respect theretoto ParentCo Preferred Share pursuant to Article 4 hereof.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly Immediately after receipt of the certificates representing the Exchangeable Shares which the Holder desires RVI USX to purchase under the Exchange Put Right or the Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to RVI (or RVI Holdco as RVI may direct), USX the Trustee shall notify RVI USX and RVI Sub Albertaco of its receipt of the same, which notice to RVI USX and RVI Sub Albertaco shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI USX shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub Albertaco and RVI USX of the payment of) the taxes (if any) payable as contemplated by Section 5.8 3.8 of this agreementAgreement. Immediately upon the giving of notice by the Trustee to RVI USX and RVI Sub Albertaco of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.63.6, (i) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (ii) RVI shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iii) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) USX all of its right, title and interest in and to such Exchangeable Shares and in the related interest in the Trust Estate, Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI USX to the Trustee Trustee, for delivery to such Holder (or to such other persons, if any, properly designated by such Holder), within three Business Days of the date of the giving of such notice by the date specified aboveTrustee, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI and any cheque included therein is paidUSX. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI USX-Marathon Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.

Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after receipt of the certificates duly endorsed for transfer to Subco representing the Exchangeable Shares which the Holder desires RVI Subco to purchase under the Exchange Put Right or the Exchange Right (Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right)Right (and payment of taxes, duly endorsed for transfer to RVI (or RVI Holdco if any, payable as RVI may directcontemplated by Section 5.9 hereof), the Trustee shall notify RVI Subco and RVI Sub the Company of its receipt of the same, which notice to RVI Subco and RVI Sub the Company shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable Shares, and RVI Subco shall immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange RightRight (less any amounts withheld pursuant to Section 5.14 hereof); provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, RVI Sub the Company and RVI Subco of the payment of) the taxes (if any) payable as contemplated by Section 5.8 5.9 of this agreementAgreement. Immediately upon the giving of notice by the Trustee to RVI Subco and RVI Sub the Company of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 5.65.7, (ia) the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have occurred, (iib) RVI Subco shall be required to take all action necessary to permit it to occur, including delivery to the Trustee of the relevant Exchangeable Share Consideration, no later than the close of business on the third fifth Business Day following the receipt by the Trustee of notice, certificates and other documents as aforesaid and (iiic) the Holder of such Exchangeable Shares shall be deemed to have transferred to RVI (or RVI Holdco as RVI may direct) Subco all of its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless such Exchangeable Share Consideration is not delivered by RVI to the Trustee by the date specified above, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by RVI and any cheque included therein is paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be the holder of the shares of RVI Common Stock delivered to it pursuant to the Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Holder, the Holder shall be deemed to still be a holder of the sold Exchangeable Shares for purposes of the Voting Rights with respect thereto.and