Common use of GRANT AND OWNERSHIP OF THE EXCHANGE RIGHTS Clause in Contracts

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.

GRANT AND OWNERSHIP OF THE EXCHANGE RIGHTS. Each of USCo and CallCo Patch hereby grants to the Trustee as trustee Trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: (a) Shareholders the right (the "Exchange RightsINSOLVENCY EXCHANGE RIGHT"), 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 Patch to purchase from each or any Beneficiary Shareholder all or any part of the Exchangeable Shares held by that Beneficiary; and (b) the Shareholder and the Automatic Exchange Rights, Rights all in accordance with the provisions of this Agreement. Each of USCo and CallCo Patch hereby acknowledges receipt from the Trustee, as Trustee as trustee for and on behalf of the Beneficiaries Shareholders, of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Rights Right, and the Automatic Exchange Rights Rights, by USCo and CallCo Patch 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 Insolvency Exchange Rights Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Rights Right and the Automatic Exchange Rights, provided that the Trustee shall: (ca) hold the Insolvency Exchange Rights Right and the Automatic Exchange Rights and the legal title thereto as trustee Trustee solely for the use and benefit of the Beneficiaries Shareholders in accordance with the provisions of this Agreement; and (db) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Insolvency Exchange Rights Right 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, 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 RIGHTS. Each of USCo and CallCo Patch hereby grants to the Trustee as trustee Trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: (a) Shareholders the right (the "Insolvency Exchange RightsRight"), 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 Patch to purchase from each or any Beneficiary Shareholder all or any part of the Exchangeable Shares held by that Beneficiary; and (b) the Shareholder and the Automatic Exchange Rights, Rights all in accordance with the provisions of this Agreement. Each of USCo and CallCo Patch hereby acknowledges receipt from the Trustee, as Trustee as trustee for and on behalf of the Beneficiaries Shareholders, of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Rights Right, and the Automatic Exchange Rights Rights, by USCo and CallCo Patch 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 Insolvency Exchange Rights Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Rights Right and the Automatic Exchange Rights, provided that the Trustee shall: (ca) hold the Insolvency Exchange Rights Right and the Automatic Exchange Rights and the legal title thereto as trustee Trustee solely for the use and benefit of the Beneficiaries Shareholders in accordance with the provisions of this Agreement; and (db) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Insolvency Exchange Rights Right 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, 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 RIGHTS. Each of USCo Advantage 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 RightsEXCHANGE RIGHTS"), upon the occurrence and during the continuance of (any such occurrence being an "Exchange Rights Trigger Event"):of: (i) an Insolvency Event; or (ii) circumstances in which USCo Advantage Trust or CallCo ExchangeCo are entitled to exercise any of the Call Rights, but elect not to exercise such Call Rights, (any such occurrence being an "EXCHANGE RIGHTS TRIGGER EVENT") (b) the right to require USCo Advantage Trust or CallCo ExchangeCo to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by that Beneficiary; and (bc) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Each of USCo Advantage Trust and CallCo ExchangeCo hereby acknowledges receipt from the Trustee Trustee, as trustee for and on behalf of the Beneficiaries 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 Trusteerights described in subsections (a) through (c) immediately above. 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 such 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 Rightsthereto, provided that the Trustee shall: (cd) hold the Exchange Rights and the Automatic Exchange Rights such 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 (de) 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 Rightssuch 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.

GRANT AND OWNERSHIP OF THE EXCHANGE RIGHTS. Each of USCo ARC and CallCo ARC Subco 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, Event to require USCo ARC or CallCo ARC Subco 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 ARC and CallCo ARC Subco 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 ARC and CallCo ARC Subco 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.

GRANT AND OWNERSHIP OF THE EXCHANGE RIGHTS. Each of USCo Harvest 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: (i) an Insolvency Event or (ii) circumstances in which Harvest Energy Trust and ExchangeCo may exercise any of the Call Rights but elect not to exercise such Call Rights (any such occurrence event being referred to herein as 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 Harvest 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 Harvest 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 Harvest 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.

GRANT AND OWNERSHIP OF THE EXCHANGE RIGHTS. Each of USCo USX and CallCo grants Marathon hereby grant to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries: Holders (ai) the right (the "Exchange RightsEXCHANGE RIGHT"), 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 USX to purchase from each or any Beneficiary Holder at any time and from time to time all or any part of the Exchangeable Shares held by that Beneficiary; and such Holders, and (bii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. Each of USCo and CallCo USX hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Rights Right and the Automatic Exchange Rights by USCo and CallCo USX 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 Right 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 Right and the Automatic Exchange Rights, provided that the Trustee shall: (ca) hold the Exchange Rights Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries Holders in accordance with the provisions of this Agreement; and (db) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Rights Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the this Trust is created pursuant to this Agreement.