Common use of Outstanding Certificates Clause in Contracts

Outstanding Certificates. 5.1 From and after the time of exchange specified herein, certificates formerly representing Units that were exchanged under Article 3 shall represent only the right to receive upon surrender as contemplated by Section 5.2: (i) the consideration to which the holders are entitled to receive under Article 3, or as to those Units held by Dissenting Unitholders, other than those Dissenting Unitholders deemed to have participated in the Arrangement pursuant to Article 4, to receive the fair value of the Units represented by such certificates; and (ii) dividends or distributions with respect to such consideration pursuant to Section 5.4; in each case subject to compliance with the requirements set forth in this Article 5. 5.2 Subject to the provisions of the Letter of Transmittal, New Penn West shall, as soon as practicable following the later of the Effective Date and the date of deposit by a former holder of Units of a validly completed and duly signed Letter of Transmittal (and such other documents and instruments as the Depositary may reasonably require) and the certificates representing such Units (which shall be cancelled), either: (a) forward or cause to be forwarded by first class mail (postage prepaid) to such former holder at the address specified in the Letter of Transmittal; or (b) if requested by such holder in the Letter of Transmittal, make available or cause to be made available at the Depositary for pickup by such holder; certificates representing the number of New Penn West Shares issued to such holder under the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 5.4). 5.3 If any certificate which immediately prior to the time of exchange specified herein represented an interest in outstanding Units that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to have been lost, stolen or destroyed, the Depositary will issue and deliver in exchange for such lost stolen or destroyed certificate the consideration to which the holder is entitled pursuant to the Arrangement as determined in accordance with the Arrangement. The Person who is entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond to New Penn West and its transfer agent, which bond is in form and substance satisfactory to New Penn West and its transfer agent, or shall otherwise indemnify New Penn West and its transfer agent against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed. 5.4 All dividends or other distributions, if any, made with respect to any New Penn West Shares allotted and issued pursuant to this Arrangement with a record date after December 31, 2010 but for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary, in trust, for the registered holder of such New Penn West Shares. The Depositary shall pay and deliver to any such registered holder such dividends and distributions to which such holder is entitled, net of applicable withholding and other taxes, upon delivery of the certificate representing the New Penn West Shares issued to such holder in accordance with Section 5.2. 5.5 Any certificate formerly representing Units that is not deposited with all other documents as required by this Plan of Arrangement and the Letter of Transmittal on or before the last Business Day prior to the third anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature, including the right of the holder of such Units to receive New Penn West Shares (and any dividends and distributions thereon). In such case, such New Penn West Shares (together with all dividends and distributions thereon) shall be returned to New Penn West and such New Penn West Shares shall be cancelled. 5.6 No certificates representing fractional New Penn West Shares shall be issued under this Arrangement. In lieu of any fractional shares, each registered holder of Units otherwise entitled to a fractional interest in a New Penn West Share will receive the nearest whole number of New Penn West Shares (with fractions equal to or greater than exactly 0.5 being rounded up and less than 0.5 being rounded down). 5.7 New Penn West and the Depositary shall be entitled to deduct and withhold from any consideration, dividend or distribution otherwise payable to any former holder of Units or any holder of New Penn West Shares, such amounts as either New Penn West or the Depositary are required to deduct and withhold with respect to such payment under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the securities in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, New Penn West and the Depositary are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to New Penn West and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and New Penn West and the Depositary shall notify the holder thereof and remit any unapplied balance of the net proceeds of such sale to such holder.

Outstanding Certificates. 5.1 From and after 4.1 After the time of exchange specified hereinEffective Time, certificates formerly representing Units that were exchanged under Article 3 Pendaries Common Shares to which subsection 3.1(a) applies shall represent only the right to receive upon surrender as contemplated by Section 5.2: (i) certificates representing the consideration to Ultra Common Shares, if any, which the holders are former holder of such Pendaries Common Shares is entitled to receive under Article 3, or as to those Units held by Dissenting Unitholders, other than those Dissenting Unitholders deemed to have participated in the Arrangement pursuant to Article 4, to receive the fair value of the Units represented by such certificates; and (ii) dividends or distributions with respect to such consideration pursuant to Section 5.4; in each case 3 subject to compliance with the requirements set forth in this Article 54. 5.2 Subject 4.2 Either prior to the provisions of the Letter of Transmittal, New Penn West shall, or as soon as practicable following the later of after the Effective Date and the date of deposit by a former Date, UPC shall forward to each holder of Units Pendaries Common Shares to which subsection 3.1 (a) applies at the address of such holder as it appeared in the relevant share register of PPL a validly completed and letter of transmittal containing, among other things, instructions for obtaining delivery of certificates representing the Ultra Common Shares pursuant to this Plan. Such holder of Pendaries Common Shares shall be entitled to receive certificates representing the Ultra Common Shares which such holder is entitled to receive pursuant to Article 3 upon delivering the certificate formerly representing such holder's Pendaries Common Shares to the Depositary, or as the Depositary may otherwise direct, in accordance with the instructions contained in the letter of transmittal. Such certificate formerly representing such holder's Pendaries Common Shares shall be accompanied by the letter of transmittal, duly signed Letter of Transmittal (completed, and such other documents and instruments as the Depositary may reasonably require. The Depositary shall register the Ultra Common Shares in such name, and shall deliver by first class mail, postage prepaid, or, in the case of postal disruption, by such other means as the Depositary deems prudent certificates representing such Common Shares to such address as such holder may direct in such letter of transmittal, as soon as practicable after receipt by the Depositary of such documents. 4.3 The holders of Pendaries Common Shares shall not be entitled to any interest, dividend, premium or other payment on or with respect to the Pendaries Common Shares other than the Ultra Common Shares, if any, which they are entitled to receive for the Pendaries Common Shares pursuant to this Plan. 4.4 No dividends or other distributions declared or made with respect to Ultra Common Shares with a record date after the Effective Time, shall be paid to the holder of any unsurrendered certificate which immediately prior to the Effective Time represented outstanding Pendaries Common Shares, unless and until the holder of such certificate shall surrender such certificate in accordance with Section 4.2. Subject to applicable law, at the time of such surrender of any such certificate (or, in the case of clause (z) and below, at the appropriate payment date), there shall be paid to the holder of the certificates representing Pendaries Common Shares, without interest, (y) the amount of any cash dividends or other distributions with a record date after the Effective Time theretofore paid with respect to which such Units holder is entitled pursuant hereto, and (which shall be cancelled)z) on the appropriate payment date, either: (a) forward the amount of dividends or cause other distributions with a record date after the Effective Time but prior to be forwarded by first class mail (postage prepaid) surrender and a payment date subsequent to surrender payable with respect to such former holder at the address specified in the Letter of Transmittal; or (b) if requested by such holder in the Letter of Transmittal, make available or cause to be made available at the Depositary for pickup by such holder; certificates representing the number of New Penn West Shares issued to such holder under the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 5.4)Ultra Common Shares. 5.3 If 4.5 In the event any certificate which immediately prior to the time of exchange specified herein Effective Time represented an interest in one or more outstanding Units Pendaries Common Shares that were exchanged pursuant to Section 3.1 has Article 3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such certificate to have been be lost, stolen or destroyed, the Depositary together with such holder's letter of transmittal, UPC will issue and deliver in exchange for such lost lost, stolen or destroyed certificate certificate, certificates representing the consideration to which the holder is entitled pursuant to the Arrangement as determined UPC Common Shares issuable under this Plan in accordance with Article 3. When authorizing such issuance of certificate(s) representing UPC Common Shares issuable in exchange for any lost, stolen or destroyed certificate, the Arrangement. The Person who is entitled person to receive whom such consideration certificate(s) are to be issued shall, as a condition precedent to the receipt thereofissuance of such certificate(s), give a bond to New Penn West and its transfer agent, which bond is in form and substance satisfactory to New Penn West PPL and its UPC and their respective transfer agent, agents in such sum as PPL and UPC may direct or shall otherwise indemnify New Penn West PPL and its transfer agent UPC in a manner satisfactory to PPL and UPC against any claim that may be made against any of them PPL and UPC with respect to the certificate alleged to have been lost, stolen or destroyed. 5.4 All dividends or other distributions, if any, made with respect 4.6 Any certificate which immediately prior to any New Penn West the Effective Time represented outstanding Pendaries Common Shares allotted and issued that were exchanged pursuant to this Arrangement with a record date after December 31Article 3, 2010 but for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary, in trust, for the registered holder of such New Penn West Shares. The Depositary shall pay and deliver to any such registered holder such dividends and distributions to which such holder is entitled, net of applicable withholding and other taxes, upon delivery of the certificate representing the New Penn West Shares issued to such holder in accordance with Section 5.2. 5.5 Any certificate formerly representing Units that is not deposited with all other documents as instruments required by this Plan of Arrangement and the Letter of Transmittal Section 4.2 on or before the last Business Day prior to the third anniversary of the Effective Date December 31, 2008 shall cease to represent a right claim or claim interest of any kind or naturenature as a securityholder of PPL or UPC. On such date, including Ultra Common Shares to which the right former holder of the holder of such Units certificate referred to receive New Penn West Shares (and any in the preceding sentence was ultimately entitled shall be deemed to have been surrendered for no consideration to UPC, together with all entitlements to dividends and distributions thereon)in respect thereof held for such former holder. In such case, such New Penn West Shares (together with all dividends and distributions thereon) Neither of PPL or UPC shall be returned to New Penn West and such New Penn West Shares shall be cancelled. 5.6 No certificates representing fractional New Penn West Shares shall be issued under this Arrangement. In lieu of any fractional shares, each registered holder of Units otherwise entitled to a fractional interest in a New Penn West Share will receive the nearest whole number of New Penn West Shares (with fractions equal to or greater than exactly 0.5 being rounded up and less than 0.5 being rounded down). 5.7 New Penn West and the Depositary shall be entitled to deduct and withhold from any consideration, dividend or distribution otherwise payable liable to any former holder of Units or any holder of New Penn West Shares, such amounts as either New Penn West or the Depositary are required to deduct and withhold with respect to such payment under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the securities person in respect of which such deduction and withholding was madeUltra Common Shares, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required to be deducted if any, (or withheld from any payment dividends or distributions in respect thereof) delivered to a holder exceeds the cash portion of the consideration otherwise payable public official pursuant to the holderany applicable abandoned property, New Penn West and the Depositary are hereby authorized to sell escheat or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to New Penn West and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and New Penn West and the Depositary shall notify the holder thereof and remit any unapplied balance of the net proceeds of such sale to such holdersimilar law.

Outstanding Certificates. 5.1 From and 12.1 Subject to Section 4.1, after the time of exchange specified hereinEffective Time, certificates formerly representing Units that were exchanged under Article 3 Common Shares shall represent only the right to receive upon surrender as contemplated by Section 5.2: (i) the consideration to certificates representing Trust Units which the former holders are of such Common Shares is, subject to Section 5.4, entitled to receive under Article 3, or as to those Units held by Dissenting Unitholders, other than those Dissenting Unitholders deemed to have participated in the Arrangement pursuant to Article 43 of this Arrangement, to receive the fair value of the Units represented by such certificates; and (ii) dividends or distributions with respect to such consideration pursuant to Section 5.4; in each case subject to compliance with the requirements set forth in this Article 5. 5.2 Subject to the provisions of the Letter of Transmittal, New Penn West shall, as soon as practicable following the later of 12.2 From and after the Effective Date and the date of deposit by a former holder of Units of a validly completed and duly signed Letter of Transmittal (and such other documents and instruments as the Depositary may reasonably require) and the certificates representing such Units (which shall be cancelled), either: (a) forward or cause to be forwarded by first class mail (postage prepaid) to such former holder at the address specified in the Letter of Transmittal; or (b) if requested by such holder in the Letter of Transmittal, make available or cause to be made available at the Depositary for pickup by such holder; certificates representing the number of New Penn West Shares issued to such holder under the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 5.4). 5.3 If any certificate which immediately prior to the time of exchange specified herein represented an interest in outstanding Units that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to have been lost, stolen or destroyedTime, the Depositary will issue and deliver in exchange option agreements providing for such lost stolen or destroyed certificate the Options shall represent only the right to receive the consideration to which the holder is holders are entitled under the Arrangement, or as to those held by Dissenting Optionholders, other than those Dissenting Optionholders deemed to have participated in the Arrangement pursuant to the Arrangement as determined in accordance with the Arrangement. The Person who is entitled Section 4.1, to receive the fair value of the Options represented by such consideration shall, as a condition precedent to the receipt thereof, give a bond to New Penn West and its transfer agent, which bond is in form and substance satisfactory to New Penn West and its transfer agent, or shall otherwise indemnify New Penn West and its transfer agent against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyedoption agreements. 5.4 12.3 All dividends or other distributions, if any, distributions made with respect to any New Penn West Shares Trust Units allotted and issued pursuant to this Arrangement with a record date after December 31, 2010 but for which a certificate has not been issued shall be paid or delivered to the Depositary Depository to be held by the Depositary, Depository in trust, trust for the registered holder of thereof. All monies received by the Depository shall be invested by it in interest-bearing trust accounts upon such New Penn West Sharesterms as the Depository may reasonably deem appropriate. The Depositary Depository shall pay and deliver to any such registered holder such dividends distributions and distributions any interest thereon to which such holder is entitled, net of applicable withholding and other taxes, upon delivery of the certificate representing the New Penn West Shares Trust Units issued to such holder in accordance with Section 5.25.4. 5.5 12.4 At the time of mailing the information circular of the Company which describes the Arrangement or as soon as practicable after the Effective Date, the Trust shall forward to each holder of Common Shares referred to in Section 3.1 or to each Dissenting Securityholder deemed to have participated in the Arrangement pursuant to Section 4.1 at the address of such holder as it appears on the register of Securities immediately prior to the Effective Date, a letter of transmittal and instructions for obtaining delivery of the Trust Units issued and payable to such holder pursuant to this Arrangement. A holder of Common Shares may take delivery of such Trust Units by delivering the certificates representing such holder’s Common Shares to the Depository at any of the offices indicated in the letter of transmittal, accompanied by a duly completed letter of transmittal and such other documents as the Depository may reasonably require. The certificates representing the Trust Units issued to such holder shall be registered in such names and, delivered to such addresses as such holder may direct in such letter of transmittal, or if requested by the former holder of Common Shares in the letter of transmittal, made available at the Depository for pick-up by the former holder of Common Shares, as soon as practicable after receipt by the Depository of the required documents. 12.5 No fractional Trust Units or Notes shall be issued pursuant to the Arrangement. In the event that the exchange ratio referred to herein would in any case result in a holder of Common Shares or Options being entitled to a fractional Trust Unit or Note, such Trust Unit or Note will be rounded up to the next highest whole number of Trust Units or Notes provided that each beneficial holder of Common Shares or Options shall be entitled to the benefit of only one adjustment. 12.6 The holders of Common Shares shall not be entitled to any interest, dividend, premium or other payment on or with respect to the former Common Shares other than the certificates representing the Trust Units which they are entitled to receive for the former Common Shares pursuant to this Arrangement. 12.7 Any certificate formerly representing Units Common Shares that is not deposited with all other documents as required by this Plan of Arrangement and the Letter of Transmittal provided in Section 5.4 on or before the last Business Day prior to the third sixth anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature, including nature and the right of the holder of such Units Common Shares to receive New Penn West Shares (and any dividends and distributions thereon). In such case, such New Penn West Shares (certificates representing Trust Units shall be deemed to be surrendered to the Trust together with all dividends and or distributions thereon) shall be returned to New Penn West and such New Penn West Shares shall be cancelled. 5.6 No certificates representing fractional New Penn West Shares shall be issued under this Arrangement. In lieu of any fractional shares, each registered holder of Units otherwise entitled to a fractional interest in a New Penn West Share will receive the nearest whole number of New Penn West Shares (with fractions equal to or greater than exactly 0.5 being rounded up and less than 0.5 being rounded down). 5.7 New Penn West and the Depositary shall be entitled to deduct and withhold from any consideration, dividend or distribution otherwise payable to any former holder of Units or any holder of New Penn West Shares, such amounts as either New Penn West or the Depositary are required to deduct and withhold with respect to such payment under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated thereon held for all purposes hereof as having been paid to the holder of the securities in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, New Penn West and the Depositary are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to New Penn West and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and New Penn West and the Depositary shall notify the holder thereof and remit any unapplied balance of the net proceeds of such sale to such holder.

Outstanding Certificates. 5.1 From and after the time of exchange specified hereinEffective Date, certificates formerly representing Units that were exchanged Cinram Shares under Article 3 the Arrangement shall represent only the right to receive upon surrender as contemplated by Section 5.2: (i) the consideration to which the holders are entitled to receive under Article 3the Arrangement, or as to those Units held by Dissenting UnitholdersShareholders, other than those Dissenting Unitholders Shareholders deemed to have participated in the Arrangement pursuant to Article 4Section 4.1, to receive the fair value of the Units Cinram Shares represented by such certificates; and (ii) dividends or distributions with respect to such consideration pursuant to Section 5.4; in each case subject to compliance with the requirements set forth in this Article 5. 5.2 Subject From the Effective Date, the option agreements providing for the Options shall become agreements providing for the Fund Options to which the provisions of holders thereof are entitled under the Letter of Transmittal, New Penn West Arrangement. 5.3 The Fund shall, as soon as practicable following the later of the Effective Date and the date of deposit by a former holder of Units Shareholder of a validly duly completed and duly signed Letter of Transmittal (and such other documents and instruments as the Depositary may reasonably require) Election Form, and the certificates representing such Units (which shall be cancelled)Cinram Shares, either: (a) forward or cause to be forwarded by first class mail (postage prepaid) to such former holder Shareholder at the address specified in the Letter of Transmittal; or (b) if requested by such holder Shareholder in the Letter of Transmittal, make available or cause to be made available at the Depositary for pickup by such holder; Shareholder, certificates representing the number of New Penn West Shares Fund Units and/or Exchangeable LP Units issued to such holder under the Arrangement (together with any dividends or distributions with respect thereto to which such holder is entitled pursuant to Section 5.4)the Arrangement. 5.3 5.4 If any certificate which immediately prior to the time of exchange specified herein Effective Time represented an interest in outstanding Units Cinram Shares that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to have been lost, stolen or destroyed, the Depositary will issue and deliver in exchange for such lost stolen or destroyed certificate the consideration to which the holder is entitled pursuant to the Arrangement (and any distributions with respect thereto) as determined in accordance with the Arrangement. The Person person who is entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond to New Penn West each of the Fund, the Holding Partnership and its Cinram and their respective transfer agentagents, which bond is in form and substance satisfactory to New Penn West each of the Fund, the Holding Partnership and its Cinram, and their respective transfer agentagents, or shall otherwise indemnify New Penn West the Fund, the Holding Partnership and its Cinram and their respective transfer agent agents against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed. 5.4 All dividends or other distributions, if any, made with respect 5.5 Subject to any New Penn West Shares allotted and issued pursuant to this Arrangement with a record date after December 31applicable escheat laws, 2010 but for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary, in trust, for the registered holder of such New Penn West Shares. The Depositary shall pay and deliver to any such registered holder such dividends and distributions to which such holder is entitled, net of applicable withholding and other taxes, upon delivery of the certificate representing the New Penn West Shares issued to such holder in accordance with Section 5.2. 5.5 Any certificate formerly representing Units Cinram Shares that is not deposited with all other documents as required by this Plan of Arrangement and the Letter of Transmittal on or before the last Business Day prior to the third sixth anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature, including the right of the holder of such Units Cinram Shares to receive New Penn West Shares Fund Units and/or Exchangeable LP Units together with Ancillary Rights contemplated by Sections 3.1(b) and/or (and any dividends and distributions thereonc). In such caseFund Units, such New Penn West Shares Exchangeable LP Units and Ancillary Rights issued or made pursuant to the Arrangement shall be deemed to be surrendered to the Fund (in the case of the Fund Units contemplated by Section 3.1(c)) and to the Holding Partnership and the Fund (in the case of the Exchangeable LP Units and Special Voting Units contemplated by Section 3.1(b)), together with all dividends and distributions thereon) shall be returned to New Penn West and such New Penn West Shares shall be cancelled. 5.6 No certificates representing fractional New Penn West Shares shall be issued under this Arrangement. In lieu of any fractional shares, each registered holder of Units otherwise entitled to a fractional interest in a New Penn West Share will receive the nearest whole number of New Penn West Shares (with fractions equal to or greater than exactly 0.5 being rounded up and less than 0.5 being rounded down). 5.7 New Penn West and the Depositary shall be entitled to deduct and withhold from any consideration, dividend or distribution otherwise payable to any former holder of Units or any holder of New Penn West Shares, such amounts as either New Penn West or the Depositary are required to deduct and withhold with respect to such payment under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated thereon held for all purposes hereof as having been paid to the holder of the securities in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, New Penn West and the Depositary are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to New Penn West and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and New Penn West and the Depositary shall notify the holder thereof and remit any unapplied balance of the net proceeds of such sale to such holder.

Outstanding Certificates. 5.1 From and after the time of exchange specified hereinEffective Date, certificates formerly representing Units that were exchanged CI Shares under Article 3 the Arrangement shall represent only the right to receive upon surrender as contemplated by Section 5.2: (i) the consideration to which the holders are entitled to receive under Article 3the Arrangement, or as to those Units held by Dissenting UnitholdersShareholders, other than those Dissenting Unitholders Shareholders deemed to have participated in the Arrangement pursuant to Article 4Section 4.1, to receive the fair value of the Units CI Shares represented by such certificates; and (ii) dividends or distributions with respect to such consideration pursuant to Section 5.4; in each case subject to compliance with the requirements set forth in this Article 5. 5.2 Subject From the Effective Date, the option agreements providing for the CI Options shall represent only the right to receive the provisions of Fund Options to which the Letter of Transmittal, New Penn West holders thereof are entitled under the Arrangement. 5.3 The Fund shall, as soon as practicable following the later of the Effective Date and the date of deposit by a former holder of Units Shareholder of a validly duly completed and duly signed Letter of Transmittal (and such other documents and instruments as the Depositary may reasonably require) Election Form and the certificates representing such Units (which shall be cancelled)CI Shares or Holdco Shares, as the case may be, either: (a) forward or cause to be forwarded by first class mail (postage prepaid) to such former holder Shareholder at the address specified in the Letter of TransmittalTransmittal and Election Form; or (b) if requested by such holder Shareholder in the Letter of TransmittalTransmittal and Election Form, make available or cause to be made available at the Depositary for pickup by such holder; Shareholder, certificates representing the number of New Penn West Shares Units and/or Exchangeable LP Units and Special Voting Units issued to such holder under the Arrangement (together with any dividends or distributions with respect thereto to which such holder is entitled pursuant to Section 5.4)the Arrangement. 5.3 5.4 If any certificate which immediately prior to the time of exchange specified herein Effective Time represented an interest in outstanding Units CI Shares that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to have been lost, stolen or destroyed, the Depositary will issue and deliver in exchange for such lost lost, stolen or destroyed certificate the consideration to which the holder is entitled pursuant to the Arrangement (and any distributions with respect thereto) as determined in accordance with the Arrangement. The Person who is entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond to New Penn West each of the Fund, CI Public Partnership and its CI Financial and their respective transfer agentagents, which bond is in form and substance satisfactory to New Penn West each of the Fund, CI Public Partnership and its CI Financial, and their respective transfer agentagents, or shall otherwise indemnify New Penn West the Fund, CI Public Partnership and its CI Financial and their respective transfer agent agents against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed. 5.4 All dividends or other distributions, if any, made with respect 5.5 Subject to any New Penn West Shares allotted and issued pursuant to this Arrangement with a record date after December 31applicable escheat laws, 2010 but for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary, in trust, for the registered holder of such New Penn West Shares. The Depositary shall pay and deliver to any such registered holder such dividends and distributions to which such holder is entitled, net of applicable withholding and other taxes, upon delivery of the certificate representing the New Penn West Shares issued to such holder in accordance with Section 5.2. 5.5 Any certificate formerly representing Units CI Shares that is not deposited with all other documents as required by this Plan of Arrangement and the Letter of Transmittal on or before the last Business Day prior to the third sixth anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature, including the right of the holder of such Units CI Shares to receive New Penn West Shares Units and/or Ancillary Rights. Fund Units, Exchangeable LP Units, Special Voting Units, Ancillary Rights and cash payments issued or made pursuant to the Arrangement shall be deemed to be surrendered to the Fund (in the case of the Units) and any dividends to CI Public Partnership and distributions thereonthe Fund (in the case of the Exchangeable LP Units, Ancillary Rights). In such case, such New Penn West Shares (together with all dividends and distributions thereon) shall be returned to New Penn West and thereon held for such New Penn West Shares shall be cancelledholder. 5.6 No certificates representing fractional New Penn West Shares Units, Exchangeable LP Units or Special Voting Units shall be issued under this Arrangement. In lieu of any fractional shares, each registered holder of Units otherwise entitled to a fractional interest in a New Penn West Share will receive the nearest whole number of New Penn West Shares (with fractions equal to or greater than exactly 0.5 being rounded up and less than 0.5 being rounded down). 5.7 New Penn West and the Depositary shall be entitled to deduct and withhold from any consideration, dividend or distribution otherwise payable to any former holder of Units or any holder of New Penn West Shares, such amounts as either New Penn West or the Depositary are required to deduct and withhold with respect to such payment under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid pursuant to the holder Plan of the securities in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, New Penn West and the Depositary are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to New Penn West and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and New Penn West and the Depositary shall notify the holder thereof and remit any unapplied balance of the net proceeds of such sale to such holderArrangement.

Outstanding Certificates. 5.1 From and after Each outstanding Certificate held by a shareholder of Seller shall, until duly surrendered to the time of exchange specified hereinTransfer Agent, certificates formerly representing Units that were exchanged under Article 3 shall represent only be deemed to evidence the right to receive upon surrender as contemplated such shareholder's pro rata portion of the liquidating distribution. After the Closing, holders of Certificates shall cease to have rights with respect to the stock represented by Section 5.2: such Certificates, and their sole rights shall be to exchange such Certificates for (i) the consideration to which the holders are entitled to receive under Article 3, or as to those Units held by Dissenting Unitholders, other than those Dissenting Unitholders deemed to have participated in the Arrangement pursuant to Article 4, to receive the fair value their pro rata portion of the Units represented by such certificates; liquidating distribution as provided in Section 1.2(b) of this Agreement, and (ii) dividends or distributions with respect to such consideration pursuant to Section 5.4; in each case subject to compliance with the requirements set forth in this Article 5. 5.2 Subject to the provisions of the Letter of Transmittal, New Penn West shall, as soon as practicable following the later of the Effective Date and the date of deposit by a former holder of Units of a validly completed and duly signed Letter of Transmittal (and such other documents and instruments as the Depositary may reasonably require) and the certificates representing such Units (which shall be cancelled), either: (a) forward or cause to be forwarded by first class mail (postage prepaid) to such former holder at the address specified in the Letter of Transmittal; or (b) if requested by such holder in the Letter of Transmittal, make available or cause to be made available at the Depositary for pickup by such holder; certificates representing the number of New Penn West Shares issued to such holder under the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 5.4). 5.3 If any certificate which immediately prior to the time of exchange specified herein represented an interest in outstanding Units that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to have been lost, stolen or destroyed, the Depositary will issue and deliver in exchange for such lost stolen or destroyed certificate the consideration to which the holder is entitled pursuant to the Arrangement as determined in accordance with the Arrangement. The Person who is entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond to New Penn West and its transfer agent, which bond is in form and substance satisfactory to New Penn West and its transfer agent, or shall otherwise indemnify New Penn West and its transfer agent against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed. 5.4 All dividends or other additional distributions, if any, to be made as set forth in Section 1.5. Effective as of the Closing, there shall be no further transfer of Certificates of Seller, and if such Certificates are presented to Seller for transfer, they shall be canceled against delivery of the pro rata portion of the liquidating distribution to which the stock represented by such Certificates are entitled as provided in this Agreement. The Transfer Agent shall not be obligated to deliver the liquidating distribution, on behalf of Seller, to any holder of stock of Seller until such holder surrenders the Certificates as provided herein, together with the transmittal letter and Representation Letter, and subject further to the restrictions set forth in the Registration Agreement. No dividends declared on the Parent Common Stock, if any, to be received in the liquidating distribution will be remitted to any person entitled to receive such Parent Common Stock under this Agreement until such person surrenders the Certificate representing the right to receive such Parent Common Stock, at which time such dividends shall be remitted to such person without interest and less any taxes that may have been imposed thereon. No party to this Agreement nor any affiliate thereof shall be liable to any holder of stock represented by any Certificate for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Transfer Agent shall be entitled to rely upon the Shareholder Certification to establish the identity of those persons entitled to receive the liquidating distribution specified in Sections 1.2 and 1.5 of this Agreement, which shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, Buyer or the Transfer Agent shall be entitled to deposit the liquidating distribution represented thereby in escrow with an independent third party and thereafter be relieved with respect to any New Penn West Shares allotted and issued pursuant to this Arrangement with a record date after December 31, 2010 but for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary, in trust, for the registered holder of such New Penn West Shares. The Depositary shall pay and deliver to any such registered holder such dividends and distributions to which such holder is entitled, net of applicable withholding and other taxes, upon delivery of the certificate representing the New Penn West Shares issued to such holder in accordance with Section 5.2claims thereto. 5.5 Any certificate formerly representing Units that is not deposited with all other documents as required by this Plan of Arrangement and the Letter of Transmittal on or before the last Business Day prior to the third anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature, including the right of the holder of such Units to receive New Penn West Shares (and any dividends and distributions thereon). In such case, such New Penn West Shares (together with all dividends and distributions thereon) shall be returned to New Penn West and such New Penn West Shares shall be cancelled. 5.6 No certificates representing fractional New Penn West Shares shall be issued under this Arrangement. In lieu of any fractional shares, each registered holder of Units otherwise entitled to a fractional interest in a New Penn West Share will receive the nearest whole number of New Penn West Shares (with fractions equal to or greater than exactly 0.5 being rounded up and less than 0.5 being rounded down). 5.7 New Penn West and the Depositary shall be entitled to deduct and withhold from any consideration, dividend or distribution otherwise payable to any former holder of Units or any holder of New Penn West Shares, such amounts as either New Penn West or the Depositary are required to deduct and withhold with respect to such payment under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the securities in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, New Penn West and the Depositary are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to New Penn West and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and New Penn West and the Depositary shall notify the holder thereof and remit any unapplied balance of the net proceeds of such sale to such holder.