Common use of Grant and Ownership of the Exchange Right Clause in Contracts

Grant and Ownership of the Exchange Right. ParentCo hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders: (a) the Exchange Put Right, (b) the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require ParentCo to purchase or to cause ParentCo Sub to purchase from each or any Holder all or any part of the Exchangeable Shares held by the Holders, and (c) the Automatic Exchange Rights, all in accordance with the provisions of this agreement and the Exchangeable Share Provisions, as the case may be. ParentCo hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the sufficiency and adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by ParentCo 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 Put Right, the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall: (d) hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this agreement; and (e) except as specifically authorized by this agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this Trust is created pursuant to this agreement.

Grant and Ownership of the Exchange Right. ParentCo The Parent hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders: (a) the Exchange Put Right, (b) Shareholders the right (the “"Insolvency Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require ParentCo to purchase or to cause ParentCo Sub the Parent to purchase from each or any Holder Shareholder all or any part of the Exchangeable Shares held by the Holders, and (c) Shareholder and the Automatic Exchange Rights, Rights all in accordance with the provisions of this agreement and the Exchangeable Share Provisions, as the case may beAgreement. ParentCo The Parent hereby acknowledges receipt from the Trustee Trustee, as trustee for and on behalf of the Holders Shareholders, of good and valuable consideration (and the sufficiency and adequacy thereof) for the grant of the Insolvency Exchange Put Right, the Exchange Right and the Automatic Exchange Rights Rights, by ParentCo the Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this agreementAgreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Put Right, the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall: (da) hold the Exchange Put Right, the Insolvency Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Holders Shareholders in accordance with the provisions of this agreementAgreement; and (eb) except as specifically authorized by this agreementAgreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Insolvency Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this the Trust is created pursuant to this agreementAgreement, and shall not assign or transfer such rights except to a successor trustee hereunder. The Insolvency Exchange Right and the Automatic Exchange Rights shall be and remain vested in and exercisable by the Trustee. Subject to section 7.14, the Trustee shall exercise the Insolvency Exchange Right only on the basis of instructions received pursuant to this Article 4 from Shareholders entitled to instruct the Trustee as to the exercise thereof. To the extent that no instructions are received from a Shareholder with respect to the Insolvency Exchange Right, the Trustee shall not exercise or permit the exercise of the Insolvency Exchange Right.

Grant and Ownership of the Exchange Right. ParentCo hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders: (a) the Exchange Put Right, (b) the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require ParentCo to purchase or to cause ParentCo Sub to purchase from each or any Holder all or any part of the Exchangeable Shares held by the Holders, and (cb) the Automatic Exchange Rights, all in accordance with the provisions of this agreement and the Exchangeable Share Provisions, as the case may be. ParentCo hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the sufficiency and adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by ParentCo 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 Put Right, the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall: (dc) hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this agreement; and (ed) except as specifically authorized by this agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this Trust is created pursuant to this agreement.

Grant and Ownership of the Exchange Right. ParentCo EduTrek hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders: (a) the Exchange Put Right, (b) the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require ParentCo to purchase or to cause ParentCo Sub EduTrek to purchase from each or any Holder all or any part of the Exchangeable Shares held by the Holders, and (c) the Automatic Exchange Rights, all in accordance with the provisions of this agreement and the Exchangeable Share Provisions, as the case may be. ParentCo EduTrek hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the sufficiency and adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by ParentCo EduTrek 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 Put Right, the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall: (d) hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this agreement; , and (e) except as specifically authorized by this agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this Trust is created pursuant to this agreement.

Grant and Ownership of the Exchange Right. ParentCo WSI hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders: Beneficiaries (a) the Exchange Put Right, (bi) the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require ParentCo to purchase or to cause ParentCo Sub WSI to purchase from each or any Holder and every Beneficiary all or any part of the Exchangeable Shares held by the HoldersBeneficiary, and (cii) the Automatic Exchange RightsRight, and (iii) the Exchange Put Right, all in accordance with the provisions of this agreement and the Exchangeable Share Provisions, as the case may beAgreement. ParentCo WSI hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders Beneficiaries of good and valuable consideration (and the sufficiency and adequacy thereof) for the grant of the Exchange Put Right, the Automatic Exchange Right and the Automatic Exchange Rights Put Right by ParentCo WSI to the Trustee. During the term of the Trust and subject to the terms and conditions of this agreementAgreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Put Right, the Automatic Exchange Right and the Automatic Exchange Rights Put Right and shall be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Automatic Exchange Right and the Automatic Exchange RightsPut Right, provided that the Trustee shall: (da) hold the Exchange Put Right, the Automatic Exchange Right and the Automatic Exchange Rights Put Right and the legal title thereto as trustee solely for the use and benefit of the Holders Beneficiaries in accordance with the provisions of this agreementAgreement; and (eb) except as specifically authorized by this agreementAgreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Automatic Exchange Right or the Automatic Exchange RightsPut Right, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this the Trust is created pursuant to this agreementAgreement.

Grant and Ownership of the Exchange Right. ParentCo WSI hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders: Beneficiaries (a) the Exchange Put Right, (bi) the right (the “Exchange Right”"EXCHANGE RIGHT"), upon the occurrence and during the continuance of an Insolvency Event, to require ParentCo to purchase or to cause ParentCo Sub WSI to purchase from each or any Holder and every Beneficiary all or any part of the Exchangeable Shares held by the HoldersBeneficiary, and (cii) the Automatic Exchange RightsRight, and (iii) the Exchange Put Right, all in accordance with the provisions of this agreement and the Exchangeable Share Provisions, as the case may beAgreement. ParentCo WSI hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders Beneficiaries of good and valuable consideration (and the sufficiency and adequacy thereof) for the grant of the Exchange Put Right, the Automatic Exchange Right and the Automatic Exchange Rights Put Right by ParentCo WSI to the Trustee. During the term of the Trust and subject to the terms and conditions of this agreementAgreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Put Right, the Automatic Exchange Right and the Automatic Exchange Rights Put Right and shall be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Automatic Exchange Right and the Automatic Exchange RightsPut Right, provided that the Trustee shall: (da) hold the Exchange Put Right, the Automatic Exchange Right and the Automatic Exchange Rights Put Right and the legal title thereto as trustee solely for the use and benefit of the Holders Beneficiaries in accordance with the provisions of this agreementAgreement; and (eb) except as specifically authorized by this agreementAgreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Automatic Exchange Right or the Automatic Exchange RightsPut Right, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this the Trust is created pursuant to this agreementAgreement.

Grant and Ownership of the Exchange Right. ParentCo Parent hereby grants to the Trustee as trustee nominee of and agent for and on behalf of, and for the use and benefit of, the Holders: Holders (a) the Exchange Put Right, (b) the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event or Default Event, to require ParentCo Parent, subject to purchase or to cause ParentCo Sub the provisions of section 5.13 hereof, to purchase from each or any Holder all or any part of the Exchangeable Shares held by the Holders, and such Holder and (cb) the Automatic Exchange Rights, all in accordance with the provisions of this agreement and the Exchangeable Share ProvisionsAgreement (including, as the case may bewithout limitation Section 5.4 hereof). ParentCo Parent hereby acknowledges receipt from the Trustee as trustee nominee of and agent for and on behalf of the Holders of good and valuable consideration (and the sufficiency and adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by ParentCo Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this agreementAgreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall: (da) hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this agreementAgreement; and (eb) except as specifically authorized by this agreementAgreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this Trust is created pursuant to this agreementAgreement.

Grant and Ownership of the Exchange Right. ParentCo AbitibiBowater hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders: (a) the Exchange Put Right, (b) Beneficiaries the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require ParentCo to purchase or to cause ParentCo Sub AbitibiBowater to purchase from each or any Holder Beneficiary all or any part of the Exchangeable Shares held by the Holders, and (c) Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this agreement Amended and the Exchangeable Share Provisions, as the case may beRestated Trust Agreement. ParentCo AbitibiBowater hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders Beneficiaries of good and valuable consideration (and the sufficiency and adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by ParentCo AbitibiBowater to the Trustee. During the term of the Trust and subject to the terms and conditions of this agreementAmended and Restated Trust Agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall: (da) hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Holders Beneficiaries in accordance with the provisions of this agreementAmended and Restated Trust Agreement; and (eb) except as specifically authorized by this agreementAmended and Restated Trust Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this the Trust is created pursuant to this agreementAmended and Restated Trust Agreement.

Grant and Ownership of the Exchange Right. ParentCo AOI hereby grants acknowledges that it has granted to the Holders to be held by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders: Holders (a) the Exchange Put Right, (b) the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require ParentCo to purchase or to cause ParentCo Sub AOI to purchase from each or any Holder all or any part of the Exchangeable Shares held by the Holders, and Holder (cb) the Automatic Exchange Rights, and (c) the Voting Rights, all to be held and exercised in accordance with the provisions of this agreement Agreement and the Exchangeable Share Provisions, as receipt whereof on the case may beforegoing basis is hereby acknowledged by the Trustee. ParentCo AOI hereby acknowledges receipt from the Holders, or from the Trustee as trustee for and on behalf of the Holders Holders, of good and valuable consideration (and the sufficiency and adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the Voting Rights by ParentCo AOI to the Trustee. During the term of the Trust and subject to the terms and conditions of this agreementAgreement, the Trustee shall will possess and be vested with full legal ownership of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and shall will be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shallwill: (da) hold the Exchange Put Right, the Automatic Exchange Right Rights and the Automatic Exchange Voting Rights and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this agreementAgreement; and (eb) except as specifically authorized by this agreementAgreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Automatic Exchange Right Rights or the Automatic Exchange Rights, Voting Rights and the Trustee shall will not exercise any such rights for any purpose other than the purposes for which this Trust is created pursuant to this agreementAgreement.

Grant and Ownership of the Exchange Right. ParentCo hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders: (a) the Exchange Put Right, (b) the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require ParentCo to purchase or to cause ParentCo Sub to purchase from each or any Holder all or any part of the Exchangeable Shares held by the Holders, and (c) the Automatic Exchange Rights, all in accordance with the provisions of this agreement and the Exchangeable Share Provisions, as the case may be. ParentCo hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the sufficiency and adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by ParentCo 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 Put Right, the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall: (d) hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this agreement; and (e) except as specifically authorized by this agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this Trust is created pursuant to this agreement.