Common use of Exchange Rights and Automatic Exchange Clause in Contracts

Exchange Rights and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Rights Each of USCo and CallCo grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: (a) the right (the "Exchange Rights"), upon the occurrence and during the continuance of (any such occurrence being an "Exchange Rights Trigger Event"): (i) an Insolvency Event; or (ii) circumstances in which USCo or CallCo are entitled to exercise any of the Call Rights, but elect not to exercise such Call Rights, to require USCo or CallCo to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by that Beneficiary; and (b) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Each of USCo and CallCo hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Rights and the Automatic Exchange Rights by USCo and CallCo to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Rights and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Rights and the Automatic Exchange Rights, provided that the Trustee shall: (c) hold the Exchange Rights and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (d) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Rights or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement. 5.2 Legended Share Certificates AcquisitionCo will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Trustee with respect to the exercise of the Exchange Rights in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange Rights.

Exchange Rights and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Rights Each of USCo Marathon and CallCo hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: (a) the right (the "“Exchange Rights"”), upon the occurrence and during the continuance of (any such occurrence being an "Exchange Rights Trigger Event"): (i) an Insolvency Event; or (ii) circumstances in which USCo or CallCo are entitled to exercise any of the Call Rights, but elect not to exercise such Call Rights, to require USCo Marathon or CallCo to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by that Beneficiary; and (b) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Each of USCo Marathon and CallCo hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Rights and the Automatic Exchange Rights by USCo Marathon and CallCo to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Rights and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Rights and the Automatic Exchange Rights, provided that the Trustee shall: (c) hold the Exchange Rights and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (d) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Rights or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement. 5.2 Legended Share Certificates AcquisitionCo will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Trustee with respect to the exercise of the Exchange Rights in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange Rights.

Exchange Rights and Automatic Exchange. 5.1 Grant and Ownership of the Exchange Rights Each of USCo StarPoint Energy Trust and CallCo ExchangeCo hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: (a) the right (the "“Exchange Rights"”), upon the occurrence and during the continuance of (any such occurrence being an "“Exchange Rights Trigger Event"”): (i) an Insolvency Event; or (ii) circumstances in which USCo StarPoint Energy Trust or CallCo ExchangeCo are entitled to exercise any of the Call Rights, but elect not to exercise such Call Rights, to require USCo StarPoint Energy Trust or CallCo ExchangeCo to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by that Beneficiary; and (b) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Each of USCo StarPoint Energy Trust and CallCo ExchangeCo hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Rights and the Automatic Exchange Rights by USCo StarPoint Energy Trust and CallCo ExchangeCo to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Rights and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Rights and the Automatic Exchange Rights, provided that the Trustee shall: (c) hold the Exchange Rights and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (d) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Rights or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement. 5.2 Legended Share Certificates AcquisitionCo AmalgamationCo will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of: (a) their right to instruct the Trustee with respect to the exercise of the Exchange Rights in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange Rights.