Common use of Withholding Rights Clause in Contracts

Withholding Rights. Parent, ExchangeCo and Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentThe Resulting Issuer, ExchangeCo and Trustee Pubco or the Depository, as applicable, shall be entitled to deduct and withhold from any consideration all distributions or payments otherwise payable under this Agreement to any former Pubco Shareholder or former holder of Exchangeable Shares or Parent Common Shares such Affected Securities (each an “Affected Person”) any amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawLaw or treaty, in each case case, as amended or succeeded(a “Withholding Obligation”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority. To The Resulting Issuer or Pubco and the extent that Depository shall also have the amount so required right to: (a) withhold and sell, on their own account or permitted through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to be deducted or withheld from any payment irrevocably direct the sale through a Broker and irrevocably direct the Broker to a holder exceeds pay the cash portion proceeds of the consideration otherwise payable such sale to the holderResulting Issuer, ParentPubco or the Depository as appropriate (and, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose in the absence of such portion irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction); such number of the consideration Resulting Issuer Proportionate Voting Shares and Resulting Issuer Subordinate Voting Shares, issued or issuable to such Affected Person pursuant to this Plan of Arrangement as is necessary to produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Resulting Issuer Proportionate Voting Shares or Resulting Issuer Subordinate Voting Shares, as applicable, shall be effected on a public market in accordance with applicable securities Laws, and as soon as practicable following the Effective Date. None of the Resulting Issuer, the Depository or the broker will be liable for any loss arising out of any sale of such Resulting Issuer Shares including any loss relating to the manner or timing of such sales, the prices at which Resulting Issuer Shares are sold or otherwise. The Resulting Issuer and the Depository shall provide prior written notice of any intention to deduct or withhold under applicable Withholding Obligations from any distributions or payments otherwise payable to any Affected Person so as to give each such Affected Person the reasonable opportunity to provide the Resulting Issuer and the Depository with any information or documentation sufficient funds to Parentreduce or eliminate such Withholding Obligations. If the Resulting Issuer, ExchangeCo Pubco or Trusteethe Depository deducts or withholds any amount (or any Resulting Issuer Shares, as the case may be) pursuant to this Section 5.4, then: (a) the Resulting Issuer, Pubco or the Depository, as applicable, shall pay the full amount required to enable it be deducted to comply the appropriate taxing authority on a timely basis and in accordance with applicable Law; and (b) as soon as practicable after payment of such deduction amount to the appropriate taxing authority, the Resulting Issuer, Pubco or withholding requirement the Depository, as applicable, shall deliver to the Affected Person the original or certified copy of a receipt issued by such taxing authority evidencing such payment, and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance a copy of the net proceeds return reporting such payment or other evidence of such sale. Prior payment reasonably satisfactory to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeAffected Person.

Withholding Rights. ParentUS Gold, ExchangeCo Callco, Exchangeco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent US Gold Common Shares Stock such amounts as ParentUS Gold, ExchangeCo Callco, Exchangeco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), or the United States Internal Revenue U.S. Tax Code of 1986 or any provision of federal, provincial, state, territorial, local or foreign tax lawTax Law, in each case as amended or succeeded. The Trustee may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authorityTaxing Authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentUS Gold, ExchangeCo Callco, Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentUS Gold, ExchangeCo Callco, Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentUS Gold, ExchangeCo Callco, Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Parent, ExchangeCo Parent and Trustee Exchangeco shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo Parent or Trustee Exchangeco is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo Parent and Trustee Exchangeco are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Parent or TrusteeExchangeco, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo Parent or Trustee Exchangeco shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior Parent represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. ParentLululemon, ExchangeCo Exchangeco and the Trustee shall be entitled to deduct and withhold from any dividend or any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Lululemon Common Shares such amounts as ParentLululemon, ExchangeCo Exchangeco or the Trustee is required or permitted to deduct and withhold with respect to such payment (i) under the Income Tax Act (Canada) (the “ITA”), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededsucceeded or (ii) required or permitted in order to comply with section 116 of the ITA or any corresponding provisions of provincial laws. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentLululemon, ExchangeCo Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentLululemon, ExchangeCo Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentLululemon, ExchangeCo Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior Lululemon represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. ParentUSCo, ExchangeCo CallCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent USCo Common Shares Stock such amounts as ParentUSCo, ExchangeCo CallCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 ) or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares Exchangeable Shares or the USCo Common Stock, as the case may be, 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentUSCo, ExchangeCo CallCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentUSCo, ExchangeCo CallCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentUSCo, ExchangeCo CallCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentComamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation and Trustee the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as ParentComamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation or Trustee the Depositary is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the former holder of the shares DecisionPoint Shares or DecisionPoint Preferred Shares, as applicable, 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 or permitted to be deducted or withheld from any payment to a any former holder of DecisionPoint Shares or DecisionPoint Preferred Shares, as applicable, exceeds the cash portion component, if any, of the consideration otherwise payable to the such holder, ParentComamtech, ExchangeCo and Trustee are hereby authorized to DecisionPoint, the Amalgamated Corporation or the Depositary, as applicable, may sell or otherwise dispose of such portion of the consideration otherwise payable to such holder in the form of Comamtech Shares and/or Comamtech Convertible Preferred Shares, as applicable, as is necessary to provide sufficient funds to Parentenable Comamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation or Trusteethe Depositary, as the case may beapplicable, to enable it to comply with such deduction and/or withholding requirements and Comamtech, DecisionPoint, the Amalgamated Corporation or withholding requirement and Parentthe Depositary, ExchangeCo or Trustee as applicable, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Parent, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, the Trustee may obtain the advice of and assistance from such experts as the Trustee may reasonably consider necessary or advisable. If requested by the Trustee, Parent shall retain such experts for providing such advice or assistance to the Trustee.

Withholding Rights. ParentMerilus USA, ExchangeCo Merilus Canada and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement agreement to any holder Holder of Exchangeable Shares or Parent Merilus USA Common Shares such amounts as ParentMerilus USA, ExchangeCo Merilus Canada or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder Holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, ParentMerilus USA, ExchangeCo Merilus Canada and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentMerilus USA, ExchangeCo Merilus Canada or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentMerilus USA, ExchangeCo Merilus Canada or the Trustee shall notify the holder Holder thereof and remit to such holder Holder any unapplied balance of the net proceeds of such sale. Prior Merilus USA represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this agreement, to deduct or withhold from any distribution dividend paid to holders Holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. Parent, ExchangeCo Parent Canadian Sub, Company and Trustee the Depositary and their respective affiliates and agents shall be entitled to deduct and withhold from any consideration all distributions or payments otherwise payable under this Agreement to any former Company Shareholder, former holder of Exchangeable Shares Company Compensatory Awards or Parent Common Shares other person (an “Affected Person”) such amounts as Parent, ExchangeCo or Trustee any of them is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawTax Law or treaty, in each case case, as amended or succeeded(a “Withholding Obligation”). To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes hereof as having been paid or delivered to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such deducted and withheld amounts are actually and reasonably timely remitted to the appropriate taxing authorityTaxing Authority. To Parent, Parent Canadian Sub, Company and the extent that the amount so required Depositary and their respective affiliates and agents shall cooperate in good faith with one another and use their respective commercially reasonable efforts to obtain, upon request, a permitted reduction of or permitted to be deducted or withheld relief from any payment Withholding Obligation. Parent, Parent Canadian Sub, Company, the Depositary and their respective affiliates and agents shall also have the right to: (a) withhold and sell, on their own account or through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a holder exceeds Broker and irrevocably direct the cash portion Broker to pay the proceeds of such sale to Company, the consideration otherwise payable Depositary, Parent Canadian Sub or Parent as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction); such number of Parent Shares issued or issuable to such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Arrangement Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other reasonable costs and expenses) sufficient funds to fund any Withholding Obligation. Any such sale of Parent Shares shall be effected in good faith at prevailing market prices employing commercially reasonable practices on a public market and as soon as practicable following the Effective Date. None of Parent, ExchangeCo Parent Canadian Sub, Company, the Depositary, the Broker or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement their respective affiliates and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder agents will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders of Exchangeable Parent Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply sale is made in accordance with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee5.6.

Withholding Rights. ParentNewco, ExchangeCo CN and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of CN Exchangeable Shares or Parent Newco Common Shares such amounts as ParentNewco, ExchangeCo CN or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentNewco, ExchangeCo CN and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentNewco, ExchangeCo CN or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentNewco, ExchangeCo CN or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior CN and Newco represent and warrant that, based upon facts currently known to making each of them, CN has no current intention, as at the date of this Agreement, to deduct or withhold, and Newco has no current intention, as at the date of this Agreement to cause CN to deduct or withhold, from any distribution dividend paid to holders of CN Stapled Units representing CN Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. ParentSMTC, ExchangeCo SMTC Canada and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement agreement to any holder of Exchangeable Shares or Parent SMTC Common Shares Stock such amounts as ParentSMTC, ExchangeCo SMTC Canada or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 amounts so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentSMTC, ExchangeCo SMTC Canada and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentSMTC, ExchangeCo SMTC Canada or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement requirements and ParentSMTC, ExchangeCo SMTC Canada or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior SMTC represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeCode.

Withholding Rights. (1) Notwithstanding anything to the contrary contained in this Agreement, each of Parent, ExchangeCo ExchangeCo, CallCo, the Share Trustee, and Trustee any other person that has any withholding obligation with respect to any amount paid or deemed paid under this Agreement (any such person, an “Other Withholding Agent”) shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as direct Parent, ExchangeCo ExchangeCo, CallCo, the Share Trustee, or Trustee is required or permitted any Other Withholding Agent to deduct and withhold on their behalf, from any amount or consideration paid, deemed paid or otherwise deliverable to any person under this Agreement (an “Affected Person”) such amounts as are required to be deducted or withheld with respect to such payment or deemed payment under the Income Tax Act (Canada), the United States U.S. Internal Revenue Code of 1986 1986, or any provision of any federal, provincial, territorial, state, local or foreign other tax lawLaw (a “Withholding Obligation”). Parent, in each case as amended ExchangeCo, CallCo, the Share Trustee, or succeededany Other Withholding Agent may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares in respect of which Affected Person to whom such deduction amounts would otherwise have been paid or deemed paid, and withholding was made, provided that such deducted or withheld amounts are actually shall be timely remitted to the appropriate taxing authority. To the extent that the amount so Governmental Entity as required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, by applicable Law. (2) Parent, ExchangeCo ExchangeCo, CallCo, the Share Trustee and Trustee are hereby authorized any Other Withholding Agent shall also have the right to: (a) withhold and sell, or direct Parent, ExchangeCo, CallCo, the Share Trustee, or any Other Withholding Agent to deduct and withhold and sell on their behalf, on their own account or otherwise dispose through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker to pay the proceeds of such portion sale to Parent, ExchangeCo, CallCo, the Share Trustee, or any Other Withholding Agent as appropriate (and, in the absence of such irrevocable direction, the consideration Affected Person shall be deemed to have provided such irrevocable direction); such number of shares of Delaware Common Stock or Exchangeable Shares (or shares of Delaware Common Stock exchanged therefor) delivered or deliverable to such Affected Person pursuant to this Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other costs and expenses) sufficient funds to fund any Withholding Obligations. Any Exchangeable Shares to be sold in accordance with this Section 5.13 shall first be exchanged for Delaware Common Stock in accordance with their terms and Delaware Common Stock delivered in respect of such Exchangeable Shares shall be sold. Any such sale of Delaware Common Stock shall be affected on a public market and as soon as practicable. Each of Parent, ExchangeCo or ExchangeCo, CallCo, the Share Trustee, the Broker or any Other Withholding Agent, as the case may beapplicable, to enable it to comply with such deduction or shall act in a commercially reasonable manner in respect of any withholding requirement and obligation; however, none of Parent, ExchangeCo ExchangeCo, CallCo, the Share Trustee, the Broker or any Other Withholding Agent shall have or be deemed to have any fiduciary duty to any Beneficiary and shall not be liable for any loss arising out of any sale of such Delaware Common Stock, including any loss relating to the manner or timing of such sales, the prices at which Delaware Common Stock are sold or otherwise. (3) Before delivering any amount or consideration to any Affected Person, the Share Trustee shall notify the holder thereof and remit to such holder any unapplied balance obtain from Parent a written confirmation of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providingWithholding Obligations, if necessary, any. The Share Trustee shall be entitled to rely on Parent’s written confirmation of any such funds to Trustee) to enable Withholding Obligations and the Share Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain shall not be responsible nor liable for the advice calculation or determination of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteethe same.

Withholding Rights. The Company, Parent, ExchangeCo Parent SubCo, and Trustee the Depositary shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares Company Common Shares, or Parent Common Shares Stock, such amounts as Parentthe Company, ExchangeCo Parent or Trustee Parent SubCo or the Depositary is required or permitted entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada)ITA, the United States Internal Revenue Code of 1986 or any provision of federal, provincial, territorial, state, local or foreign tax law, in each case case, as amended or succeededamended. 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 shares 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 or permitted entitled to be deducted or withheld from any payment to a holder exceeds the cash portion portion, if any, of the consideration otherwise payable to the holder, the Company, Parent, ExchangeCo Parent SubCo and Trustee the Depositary are hereby authorized to sell or otherwise dispose of, on behalf of such holder, such portion of the consideration as is necessary to provide sufficient funds to Parentthe Company, ExchangeCo Parent or TrusteeParent SubCo or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and the Company, Parent, ExchangeCo Parent SubCo or Trustee the Depositary shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making sale less any distribution to holders of Exchangeable Shares costs or Parent Common Sharesexpenses incurred by the Company, Parent, Parent SubCo or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes Depositary in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteesale.

Withholding Rights. ParentAcquiror, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Acquiror Common Shares such amounts as ParentAcquiror, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of federal, provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentAcquiror, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentAcquiror, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentAcquiror, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentMarathon, ExchangeCo CallCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Marathon Shares such amounts as ParentMarathon, ExchangeCo CallCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentMarathon, ExchangeCo CallCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentMarathon, ExchangeCo CallCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentMarathon, ExchangeCo CallCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior No liability shall accrue to making any distribution Marathon, the Trustee or CallCo if consideration or other assets sold or disposed of pursuant to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee 5.13 are sold at a loss to such affected holder or such assets so sold or disposed of are sold or disposed of for an amount which may obtain the advice be less than might otherwise have been obtained if sold or disposed of and assistance from such experts as Trustee may reasonably consider necessary at a different point in time or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteein different circumstances.

Withholding Rights. Company, Parent, ExchangeCo Parent FinanceCo, Parent SubCo and Trustee the Depositary shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares Company Common Shares, Company Options, Company RSUs, Company DSUs or Parent Common Shares Stock, such amounts as Company, Parent, ExchangeCo Parent FinanceCo or Trustee Parent SubCo or the Depositary is required or permitted entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada)ITA, the United States Internal Revenue Code of 1986 or any provision of federal, provincial, territorial, state, local or foreign tax law, in each case case, as amended or succeededamended. 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 shares 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 or permitted entitled to be deducted or withheld from any payment to a holder exceeds the cash portion portion, if any, of the consideration otherwise payable to the holder, Company, Parent, ExchangeCo Parent FinanceCo, Parent SubCo and Trustee the Depositary are hereby authorized to sell or otherwise dispose of, on behalf of such holder, such portion of the consideration as is necessary to provide sufficient funds to ParentCompany, ExchangeCo Parent FinanceCo, Parent or TrusteeParent SubCo or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Company, Parent FinanceCo, Parent, ExchangeCo Parent SubCo or Trustee the Depositary shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making sale less any distribution to holders of Exchangeable Shares costs or Parent Common Sharesexpenses incurred by Company, Parent FinanceCo, Parent, Parent SubCo or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes Depositary in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteesale.

Withholding Rights. Parent, ExchangeCo Parent Canadian Sub, Company and Trustee the Depositary and their respective affiliates and agents shall be entitled to deduct and withhold from any consideration all distributions or payments otherwise payable under this Agreement to any former Company shareholder, former holder of Exchangeable Shares Company Compensatory Awards or Parent Common Shares other person (an “Affected Person”) such amounts as Parent, ExchangeCo or Trustee any of them is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawTax Law or treaty, in each case case, as amended or succeeded(a “Withholding Obligation”). To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes hereof as having been paid or delivered to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such deducted and withheld amounts are actually and reasonably timely remitted to the appropriate taxing authorityTaxing Authority. To Parent, Parent Canadian Sub, Company, and the extent that the amount so required Depositary and their respective affiliates and agents shall cooperate in good faith with one another and use their respective reasonable best efforts to obtain, upon request, a permitted reduction of or permitted to be deducted or withheld relief from any payment Withholding Obligation. Parent, Parent Canadian Sub, Company, and the Depositary and their respective affiliates and agents shall also have the right to: (a) withhold and sell, on their own account or through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a holder exceeds Broker and irrevocably direct the cash portion Broker to pay the proceeds of such sale to Company, the consideration otherwise payable Depositary, Parent Canadian Sub, or Parent as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction); such number of shares of Parent Common Stock issued or issuable to such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other reasonable costs and expenses) sufficient funds to fund any Withholding Obligation. Any such sale of shares of Parent Common Stock shall be effected in good faith at prevailing market prices employing commercially reasonable practices on a public market and as soon as practicable following the Effective Date. None of Parent, ExchangeCo Parent Canadian Sub, Company, the Depositary or Trustee, as the case may be, to enable it to comply with such deduction Broker or withholding requirement their respective affiliates and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder agents will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders shares of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, Stock if necessary, such funds to Trustee) to enable Trustee to comply sale is made in accordance with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1.12.

Withholding Rights. ParentParentCo, ExchangeCo LuxCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of LuxCo Exchangeable Preferred Shares or Parent ParentCo Common Shares such amounts as ParentParentCo, ExchangeCo LuxCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of federal, provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentParentCo, ExchangeCo LuxCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentParentCo, ExchangeCo LuxCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentParentCo, ExchangeCo LuxCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior ParentCo represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of LuxCo Exchangeable Preferred Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeamounts.

Withholding Rights. ParentAcquiror, ExchangeCo Canco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Acquiror Shares such amounts as ParentAcquiror, ExchangeCo Canco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of federal, provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentAcquiror, ExchangeCo Canco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentAcquiror, ExchangeCo Canco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentAcquiror, ExchangeCo Canco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentShire, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of Exchangeable Shares, Shire Ordinary Shares or Parent Common Shares Shire ADSs such amounts as ParentShire, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act INCOME TAX ACT (Canada), the United States Internal Revenue Code of INTERNAL REVENUE CODE OF 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentShire, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentShire, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentShire, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares, Shire Ordinary Shares or Parent Common SharesShire ADSs, Parent Shire or ExchangeCo, as the case may be, shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.145.15, the Trustee may obtain the advice of and assistance from such experts as the Trustee may reasonably consider necessary or advisable. If requested by the Trustee, Parent Shire shall retain such experts for providing such advice or assistance to the Trustee. ExchangeCo shall not be entitled to withhold amounts on dividends payable to the holders of Exchangeable Shares pursuant to the United States INTERNAL REVENUE CODE OF 1986 unless it has received an opinion from counsel stating that such withholding is required under the INTERNAL REVENUE CODE OF 1986.

Withholding Rights. ParentMetaSolv, ExchangeCo MetaSolv AcquisitionCo and Trustee NewCo shall be entitled to deduct and withhold from any dividends paid on the Exchangeable Shares and any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as ParentMetaSolv, ExchangeCo or Trustee is NewCo and MetaSolv AcquisitionCo determine they are required or permitted to deduct and withhold with respect to the making of such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 1986, as amended, the Income Tax Act (Canada) or any provision of provincial, state, local local, provincial or foreign tax law, in each case as amended or succeeded. 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 shares Exchangeable Shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentNewCo, ExchangeCo MetaSolv AcquisitionCo and Trustee MetaSolv are hereby authorized to sell or otherwise dispose of at fair market value such portion of the such consideration as is necessary to provide sufficient funds to ParentNewCo, ExchangeCo MetaSolv AcquisitionCo and MetaSolv, after payment of any costs or Trusteeexpenses of such sale, as the case may be, in order to enable it them to comply with such deduction or withholding requirement and ParentNewCo, ExchangeCo or Trustee MetaSolv AcquisitionCo and MetaSolv shall notify give an accounting to the holder thereof with respect thereto and remit to such holder any unapplied balance of the net such proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentAdvantage Trust, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Trust Units such amounts as ParentAdvantage Trust, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act INCOME TAX ACT (Canada), the United States Internal Revenue Code of 1986 ) or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares Exchangeable Shares or Trust Units, as the case may be, 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentAdvantage Trust, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentAdvantage Trust, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentAdvantage Trust, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentPMG, ExchangeCo and Trustee Corporation or Callco shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as ParentPMG, ExchangeCo Corporation or Trustee Callco is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 tax laws or any provision other relevant provisions of provincial, state, local or foreign tax law, in each case as amended or succeededlaws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the such holder of the shares Exchangeable Shares 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 such amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentPMG, ExchangeCo Corporation or Callco shall promptly notify the holder and Trustee are hereby authorized unless such holder remits the difference in cash to PMG, Corporation or Callco, before the tax amount is required to be remitted to the taxing authority, then PMG, Corporation or Callco may sell or otherwise dispose of or offset such portion of the consideration (including, without limitation, any of the PMG Common Stock) as is necessary to provide sufficient funds to ParentPMG, ExchangeCo Corporation or Trustee, as the case may be, Callco to enable it to comply with such deduction or withholding requirement and ParentPMG, ExchangeCo Corporation or Trustee Callco shall notify give an accounting to the holder thereof with respect thereto and remit shall pay over to such holder and remit any unapplied balance of the net proceeds of such salesale or offset that was not remitted to such taxing authority in satisfaction of a deducting or withholding requirement. Prior In order to making assist PMG, Corporation and Callco in complying with any distribution such deduction and withholding requirement, the relevant holder shall, to holders of Exchangeable Shares the extent applicable, deliver to PMG, Corporation or Parent Common SharesCallco (i) if such holder is an individual, Parent trust or ExchangeCocorporation, a declaration sworn by the individual, a trustee or a director, as the case may be, shall ensure before a commissioner for oaths to the effect that Trustee has access such holder, is not and will not be, on the date of payment, a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) if such holder is a partnership, a declaration sworn by a general partner before a commissioner for oaths to sufficient funds the effect that such holder is a Canadian partnership, as defined in the Income Tax Act (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeCanada).

Withholding Rights. Parent, ExchangeCo InfoSpace and Trustee Locus Holdings shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of Locus Exchangeable Shares or Parent InfoSpace Common Shares such amounts as Parent, ExchangeCo InfoSpace or Trustee Locus Holdings is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo InfoSpace and Trustee Locus Holdings are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo InfoSpace or TrusteeLocus Holdings, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo InfoSpace or Trustee Locus Holdings shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior InfoSpace represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Locus Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. ParentCoeur, ExchangeCo Acquisitionco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement agreement to any holder of Exchangeable Shares or Parent Coeur Common Shares Stock such amounts as ParentCoeur, ExchangeCo Acquisitionco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the ) or United States Internal Revenue Code of 1986 tax laws or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentCoeur, ExchangeCo Acquisitionco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentCoeur, ExchangeCo Acquisitionco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentCoeur, ExchangeCo Acquisitionco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Parent, ExchangeCo Subco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Stock such amounts as Parent, ExchangeCo Subco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo Subco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Subco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo Subco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.ARTICLE 6

Withholding Rights. ParentHarvest Energy Trust, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Harvest Trust Units such amounts as ParentHarvest Energy Trust, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act INCOME TAX ACT (Canada), the United States Internal Revenue Code of 1986 ) or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentHarvest Energy Trust, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentHarvest Energy Trust, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentHarvest Energy Trust, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Parent, ExchangeCo Company and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo Company or the Trustee is are required or permitted to deduct and withhold with respect to such payment under the Income Tax Act INCOME TAX ACT (Canada), the United States Internal Revenue Code of UNITED STATES INTERNAL REVENUE CODE OF 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, and the holder has not provided Parent, ExchangeCo Company or the Trustee, as the case may be, with such amount in cash or certified funds, Parent, Company and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Company or the Trustee, as the case may be, net of expenses, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo Company or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent Parent, Company or ExchangeCothe Trustee (subject to Section 2.14 below), as the case may be, shall ensure that Trustee has access to it retains sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee it to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties Parent represents and warrants that, based upon facts currently known to it, it has, unless otherwise required by law, no current intention, as of the date of this Agreement, to deduct or withhold from any dividend paid to holders of Exchangeable Shares any amounts under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeUNITED STATES INTERNAL REVENUE CODE OF 1986.

Withholding Rights. Parent, ExchangeCo Exchangeco and the Trustee shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo Exchangeco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of federal, provincial, territorial, state, local or foreign tax law, in each case as amended or succeeded, or entitled to withhold under section 116 of the Income Tax Act (Canada) or any corresponding provisions of provincial law. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted entitled to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement or entitlement and Parent, ExchangeCo Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior Parent and Exchangeco represent and warrant to making the Trustee in its capacity as trustee on behalf of the Beneficiaries that, based upon facts currently known to them, they have no current intention, as at the date of this Agreement, to deduct or withhold, from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. Parent, ExchangeCo The Corporation and Trustee CanCo shall be entitled to deduct and withhold from any dividends paid on the Exchangeable Shares and any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee is the Corporation and CanCo determine they are required or permitted to deduct and withhold with respect to the making of such payment under the Income Tax Act UNITED STATES INTERNAL REVENUE CODE OF 1986, as amended, the INCOME TAX ACT (Canada), the United States Internal Revenue Code of 1986 ) or any provision of provincial, state, local local, provincial or foreign tax law, in each case as amended or succeeded. 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 shares Exchangeable Shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parentand the holder has not provided the Corporation or the CanCo, ExchangeCo as the case may be, with such amount in cash or certified funds, the Corporation and Trustee CanCo are hereby authorized to sell or otherwise dispose of at fair market value such portion of the such consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, Corporation and CanCo (after deducting expenses) in order to enable it them to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee the Corporation and CanCo shall notify give an accounting to the holder thereof with respect thereto and any balance of such proceeds of sale. The Corporation shall be entitled to withhold all of the consideration to which such non-resident shareholder would otherwise be entitled until such time as the holder provides to the Corporation an appropriate certificate issued under section 116 of the INCOME TAX ACT (Canada) or an amount in cash or certified funds equal to the amount the Corporation would be required to remit to such holder any unapplied balance the Canada Customs and Revenue Agency on behalf of the net proceeds of non-resident shareholder if such sale. Prior a certificate was not provided, together with interest thereon in an amount sufficient to making any distribution to holders of Exchangeable Shares or Parent Common Sharesindemnify the Corporation, Parent or ExchangeCoon an after-tax basis, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes for its costs in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeforegoing.

Withholding Rights. ParentShire, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of Exchangeable Shares, Shire Ordinary Shares or Parent Common Shares Shire ADSs such amounts as ParentShire, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentShire, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentShire, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentShire, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares, Shire Ordinary Shares or Parent Common SharesShire ADSs, Parent Shire or ExchangeCo, as the case may be, shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.145.15, the Trustee may obtain the advice of and assistance from such experts as the Trustee may reasonably consider necessary or advisable. If requested by the Trustee, Parent Shire shall retain such experts for providing such advice or assistance to the Trustee. ExchangeCo shall not be entitled to withhold amounts on dividends payable to the holders of Exchangeable Shares pursuant to the United States Internal Revenue Code of 1986 unless it has received an opinion from counsel stating that such withholding is required under the Internal Revenue Code of 1986.

Withholding Rights. Parent, ExchangeCo Applied and the Trustee shall be entitled to deduct and withhold from any the consideration otherwise payable under pursuant to this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo Applied or the Trustee is required or permitted to deduct and withhold with respect to the making of such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 1986, as amended, the Income Tax Act (Canada) or any provision of provincial, state, local or foreign provincial tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Exchangeable Shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Applied or the Trustee are is hereby authorized to sell or otherwise dispose of at fair market value such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Applied or the Trustee, as the case may be, in order to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify account to the holder thereof and remit to such holder relevant Holder for any unapplied balance of any such sale proceeds. If upon the net proceeds occurrence of an Insolvency Event, a non-Canadian resident Holder instructs the Trustee to exercise the Exchange Right, Applied shall provide the Trustee, by certified cheque money order or bank draft, with sufficient funds to satisfy any withholding taxes applicable in connection with the sale of such saleHolder's Exchangeable Shares to Applied, otherwise such exchange shall not have occurred or be deemed to have occurred. The "fair market value" of a share of Applied Common Stock at a particular date shall, for the purposes of calculating any applicable withholding taxes, be the Current Market Price or shall be determined by such other method of valuation which has been recommended or suggested by Revenue Canada as providing a satisfactory assessment of such fair market value. Any determination of Current Market Price or other fair market value assessment shall be made by Applied, who shall provide the Trustee and Holders of Exchangeable Shares with written notice of the same. Such determination shall be binding on the Trustee and Holders, who shall be able to rely on such determination without further verification of the same. Prior to making any distribution to holders Holders of Exchangeable Shares or Parent Common Shares, Parent Applied or ExchangeCothe Corporation, as the case may be, shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteedistribution.

Withholding Rights. ParentBoomerang, ExchangeCo LoJack Exchangeco, LoJack Callco, LoJack and Trustee the Depositary shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Boomerang Common Shares, Holdco Shares, Exchangeable Shares Shares, LoJack Exchangeco Interim Notes or Parent LoJack Common Shares such amounts as ParentBoomerang, ExchangeCo LoJack, LoJack Exchangeco, LoJack Callco, LoJack or Trustee the Depositary (i) is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)ITA, the United States Internal Revenue Code of 1986 1986, as amended or any provision of provincial, state, local or foreign tax law, in each case case, as amended and (ii) is entitled to deduct and withhold under section 116 of the ITA or succeededany corresponding applicable provincial tax legislation. 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 shares 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 or permitted entitled to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentBoomerang, ExchangeCo LoJack Exchangeco, LoJack Callco, LoJack and Trustee the Depositary are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentBoomerang, ExchangeCo LoJack Exchangeco, LoJack Callco, LoJack or Trusteethe Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Parententitlement and Boomerang, ExchangeCo LoJack Exchangeco, LoJack Callco, LoJack or Trustee the Depositary shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. The Parent, ExchangeCo Exchangeco and the Voting Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as the Parent, ExchangeCo Exchangeco or the Voting Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Parent shall instruct the Voting Trustee as to what amounts, if any, it shall be required to give up and withhold pursuant to United States tax laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, the Parent, ExchangeCo Exchangeco and the Voting Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the Parent, ExchangeCo Exchangeco or the Voting Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and the Parent, ExchangeCo Exchangeco or the Voting Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, the Parent or ExchangeCoExchangeco, as the case may be, shall ensure that the Voting Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Voting Trustee) to enable the Voting Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties The Parent represents and warrants that, based upon facts currently known to it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any dividend paid to holders of Exchangeable Shares any amounts under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. Parent, ExchangeCo Subco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Stock such amounts as Parent, ExchangeCo Subco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo Subco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Subco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo Subco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Parent, Parent and ExchangeCo and Trustee shall will be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, Parent or ExchangeCo or Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall will be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, Parent and ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Parent or TrusteeExchangeCo, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, Parent or ExchangeCo or Trustee shall will notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall will ensure that Trustee it has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee it to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentEach of Redback, ExchangeCo Exchangeco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as ParentRedback, ExchangeCo Exchangeco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act INCOME TAX ACT (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentRedback, ExchangeCo Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentRedback, ExchangeCo Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentRedback, ExchangeCo Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentComamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation and Trustee the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as ParentComamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation or Trustee the Depositary is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the former holder of the shares DecisionPoint Shares or DecisionPoint Preferred Shares, as applicable, 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 or permitted to be deducted or withheld from any payment to a any former holder of DecisionPoint Shares or DecisionPoint Preferred Shares, as applicable, exceeds the cash portion component, if any, of the consideration otherwise payable to the such holder, ParentComamtech, ExchangeCo and Trustee are hereby authorized to DecisionPoint, the Amalgamated Corporation or the Depositary, as applicable, may sell or otherwise dispose of such portion of the consideration otherwise payable to such holder in the form of Comamtech Shares and/or Comamtech Preferred Shares, as applicable, as is necessary to provide sufficient funds to Parentenable Comamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation or Trusteethe Depositary, as the case may beapplicable, to enable it to comply with such deduction and/or withholding requirements and Comamtech, DecisionPoint, the Amalgamated Corporation or withholding requirement and Parentthe Depositary, ExchangeCo or Trustee as applicable, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Parent6.1 Extendicare, ExchangeCo the REIT, Extendicare Holding Partnership and Trustee the Depository shall be entitled to deduct and withhold from any consideration or distribution otherwise payable under this Agreement to any former holder of Exchangeable Shares or Parent Common Shares Extendicare Shares, such amounts as ParentExtendicare, ExchangeCo or Trustee the REIT, Extendicare Holding Partnership and the Depository is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of any federal, provincial, territorial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are Amounts so withheld, such withheld amounts shall be treated for all purposes as having been paid to the former holder of the shares Extendicare Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To Extendicare, the extent that REIT, Extendicare Holding Partnership and the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion Depository, on behalf of the consideration otherwise payable to the holderShareholder, Parent, ExchangeCo and Trustee are hereby authorized shall be entitled to sell or otherwise dispose of such portion of the consideration (including converting any ALC Class B Shares into ALC Class A Shares under the ALC constating documents and selling or disposing of such ALC Class A Shares) as is necessary to provide sufficient funds to Parentfunds, ExchangeCo or Trustee, as the case may beafter expenses, to enable it to comply with such deduction or withholding requirement requirements and Parent, ExchangeCo or Trustee shall notify the former holder thereof and remit to such the former holder any unapplied balance of the net proceeds of such sale. 6.2 No certificates representing fractional ALC Class A Shares shall be issued as a result of the sale of any ALC Class A Shares under Section 6.1. Prior to making In lieu of any distribution to holders of Exchangeable Shares or Parent Common such fractional ALC Class A Shares, Parent or ExchangeCoeach Shareholder otherwise entitled to a fractional interest in an ALC Class A Share will be entitled to receive a cash payment equal to such Shareholder’s pro rata portion (based on such Shareholder’s fractional interest in an ALC Class A Share) of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of all fractional interests in ALC Class A Shares to which all such Shareholders would otherwise be entitled. The Depositary will sell such ALC Class A Shares by private sale (including by way of sale through the facilities of any stock exchange upon which the ALC Class A Shares are then listed) as soon as reasonably practicable following the Effective Date. Subject to Section 5.4, as the case may beaggregate net proceeds after expenses of such sale will be distributed by the Depositary, shall ensure that Trustee has access pro rata in relation to sufficient funds (by directly providingthe respective fractions, if necessary, such funds among the Shareholders otherwise entitled to Trustee) to enable Trustee to comply with any applicable withholding taxes receive fractional interest in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeALC Class A Shares.

Withholding Rights. ParentAMVESCAP, ExchangeCo Exchangeco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common AMVESCAP Ordinary Shares such amounts as ParentAMVESCAP, ExchangeCo Exchangeco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the ) or United States Internal Revenue Code of 1986 Kingdom tax laws or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentAMVESCAP, ExchangeCo Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentAMVESCAP, ExchangeCo Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentAMVESCAP, ExchangeCo Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior AMVESCAP represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeUnited Kingdom tax laws.

Withholding Rights. ParentMerge, ExchangeCo Matsub and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Merge Common Shares such amounts as ParentMerge, ExchangeCo Matsub or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentMerge, ExchangeCo Matsub and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentMerge, ExchangeCo Matsub or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentMerge, ExchangeCo Matsub or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior Merge represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. ParentStarPoint Energy Trust, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares StarPoint Trust Units such amounts as ParentStarPoint Energy Trust, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 ) or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentStarPoint Energy Trust, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentStarPoint Energy Trust, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentStarPoint Energy Trust, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentMolycorp, ExchangeCo Callco, Exchangeco and the Trustee shall be entitled to deduct and withhold from any dividend, distribution, price or other consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Molycorp Shares such amounts as ParentMolycorp, ExchangeCo Callco, Exchangeco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the ) or United States Internal Revenue Code of 1986 tax laws or any provision of provincial, state, local or foreign tax lawLaw, in each case as amended or succeeded. The Trustee may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authorityagency. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentMolycorp, ExchangeCo Callco, Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentMolycorp, ExchangeCo Callco, Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentMolycorp, ExchangeCo Callco, Exchangeco or Trustee the Trustee, as the case may be, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentRational, ExchangeCo Acquisition Sub and the Trustee shall will be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of Exchangeable Shares or Parent Rational Common Shares such any amounts as ParentRational, ExchangeCo Acquisition Sub or the Trustee is required or permitted to deduct and withhold with respect to such that payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such the withheld amounts shall will be treated for all purposes as having been paid to the holder of the shares in respect of which such the deduction and withholding was made, provided that such the withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount amounts so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentRational, ExchangeCo Acquisition Sub and the Trustee are hereby authorized to sell or otherwise dispose of such any portion of the consideration as is necessary to provide sufficient funds to ParentRational, ExchangeCo Acquisition Sub or the Trustee, as the case may be, to enable it to comply with such the deduction or withholding requirement requirements and ParentRational, ExchangeCo Acquisition Sub or the Trustee shall will notify the holder thereof and remit to such the holder any unapplied balance of the net proceeds of such the sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Parent(1) Newmont, ExchangeCo New Exchangeco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement agreement to any holder of Exchangeable Shares or Parent Common Newmont Shares such amounts as ParentNewmont, ExchangeCo New Exchangeco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the ) or United States Internal Revenue Code of 1986 tax laws or any provision of provincial, state, local or foreign tax lawLaw, in each case as amended or succeeded. The Trustee may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authorityAgency. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentNewmont, ExchangeCo New Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds funds, net of expenses, to ParentNewmont, ExchangeCo New Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentNewmont, ExchangeCo New Exchangeco or Trustee the Trustee, as applicable, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior Newmont represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares any amounts under the United Sates tax laws. (2) Any other provision of this agreement notwithstanding, the Trustee shall not be responsible for determining and shall have no duty to determine or Parent Common verify whether any taxes are payable or, if any taxes are payable, the amount thereof to be deducted and remitted to any taxing authority or Agency in any jurisdiction, in respect of any consideration or the amount otherwise payable under this agreement to any person (including any holder or former holder of Exchangeable Shares or Newmont Shares) at any time. The Trustee shall not be responsible for determining the adequacy of or otherwise examining any evidence of the payment of any taxes which any Beneficiary or other party may at any time submit to the Trustee. The making of such determinations is the responsibility solely of Newmont and New Exchangeco and the Trustee shall be entitled to rely and act upon any written instructions which it may receive from either Newmont or New Exchangeco or their respective counsel with regard to the withholding and remittance of tax and/or the retention of sufficient funds by the Trustee to enable it to comply with any applicable withholding taxes. If no written instructions to withhold have been received by the Trustee from Newmont or New Exchangeco or their counsel by the date when the Trustee is required to make or forward payment to a given party, the Trustee may proceed to make or forward such payment without deduction or withholding or retention of funds on account of taxes on the assumption that no deduction or withholding or retention of funds on account of taxes is required. Prior to the making of any distributions to holders or former holders of Exchangeable Shares, Parent or ExchangeCo, as the case may be, Newmont and/or New Exchangeco shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteedistribution.

Withholding Rights. ParentNPS, ExchangeCo NPS - Allelix Inc. and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent NPS Common Shares such amounts as ParentNPS, ExchangeCo NPS - Allelix Inc. or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentNPS, ExchangeCo NPS - Allelix Inc. and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentNPS, ExchangeCo NPS - Allelix Inc. or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentNPS, ExchangeCo NPS - Allelix Inc. or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior NPS represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. ParentThe Corporation, ExchangeCo and Trustee shall be entitled to deduct and or withhold from any consideration dividend or other amount otherwise payable under this Agreement to any holder Holder of Exchangeable Shares or Parent Common Series I Preferred Shares such amounts as Parentthe Corporation, ExchangeCo or Trustee is required or permitted (to the extent that absent such permitted deduction or withholding, the payor would be liable for taxes, interest and/or penalties in connection with the payment) to deduct and or withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case case, as amended or succeededamended. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder Holder of the shares Series I Preferred Shares in respect of which such deduction and or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authorityauthority and reasonable documentation respecting such payment is provided to the Holder of the Series I Preferred Shares. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, Parentsubject to the right of the Holder of Series I Preferred Shares as provided for below to provide such additional cash as is necessary to satisfy the tax obligations set out above, ExchangeCo and Trustee are the Corporation is hereby authorized to sell or otherwise dispose of or to retain such portion of the non-cash consideration as is necessary in an amount equal to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it amount the Corporation requires to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee the Corporation shall notify the holder Holder thereof and and, if a sale is elected, remit to such holder the Holder any unapplied balance portion of the net proceeds of such salesale not required to be remitted to a taxing authority. Prior All payments to making be made hereunder shall be made without interest. Notwithstanding anything to the contrary herein and if commercially reasonable, prior to selling or retaining any distribution non-cash consideration to holders of Exchangeable Shares or Parent Common Sharessatisfy tax obligations as provided for above, Parent or ExchangeCothe Corporation, as the case may beapplicable, shall ensure notify the holder of Series I Preferred Shares that Trustee has access it shall be making the deductions or withholdings noted above and such Holder shall have the option to sufficient funds provide cash to the Corporation in an amount equal to the amounts to be withheld or deducted within three Business Days of delivery of the notice, in which case the Corporation, shall not sell or retain any non-cash consideration until such three (by directly providing, if necessary, such funds to Trustee3) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeBusiness Day period had passed.

Withholding Rights. ParentThe Fund, ExchangeCo Extendicare Trust and Trustee shall Extendicare Holding Partnership will be entitled to deduct and withhold from any consideration otherwise payable to Exchangeable LP Unitholders under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parentthe Fund, ExchangeCo Extendicare Trust or Trustee Extendicare Holding Partnership is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededsuperseded, or would be permitted to withhold if an equal amount were remitted to the appropriate taxing authority. To the extent that amounts are so withheld, such the withheld amounts shall will be treated for all purposes as having been paid to the holder of the shares securities in respect of which such deduction and withholding was made, provided that such the withheld amounts (or equivalent amounts, if applicable) are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parentthe Fund, ExchangeCo Extendicare Trust and Trustee Extendicare Holding Partnership are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parentthe Fund, ExchangeCo Extendicare Trust or TrusteeExtendicare Holding Partnership, as the case may be, to enable it to comply with such the deduction or withholding requirement (or make such permitted deduction) and Parentthe Fund, ExchangeCo Extendicare Trust or Trustee shall Extendicare Holding Partnership will notify the holder thereof and remit to such the holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. The Corporation, Callco and Parent, ExchangeCo and Trustee as the case may be, shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Holder such amounts as the Corporation, Callco or Parent, ExchangeCo or Trustee as the case may be, is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)ITA, the United States Internal Revenue Code of 1986 tax laws or any provision other relevant provisions of provincial, state, local or foreign tax law, in each case case, as amended or succeededamended. 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 such Holder of the shares Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the any such amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, the Corporation, Callco, or Parent, ExchangeCo as the case may be, shall promptly notify the Holder and Trustee are hereby authorized unless such Holder remits the difference in cash to the Corporation, Callco, or Parent, as the case may be, before the tax amount is required to be remitted to the tax authority, then the Corporation, Callco, or Parent, as the case may be, may sell or otherwise dispose of such portion of the consideration (including, without limitation, any of the Parent Common Shares) as is necessary to provide sufficient funds to the Corporation, Callco, or Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and the Corporation, Callco, or Parent, ExchangeCo or Trustee as the case may be, shall give an accounting to the Holder with respect thereto and shall notify the holder thereof and remit pay over to such holder Holder any unapplied balance of the net proceeds of such salesale that was not remitted to such tax authority in satisfaction of a deduction or withholding requirement. Prior In order to making any distribution to holders of Exchangeable Shares assist the Corporation, Callco, or Parent Common Shares, Parent or ExchangeCoParent, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply in complying with any applicable such deduction and withholding taxes requirement, the Holder shall, to the extent applicable, deliver to the Corporation, Callco, or Parent, as the case may be, (i) if such Holder is an individual, trust or corporation, a declaration sworn by the individual, a trustee or a director, as the case may be, before a notary or commissioner for oaths to the effect that such Holder, is not and will not be, on the date of payment, a non-resident of Canada for the purposes of the ITA or (ii) if such Holder is a partnership, a declaration sworn by a general partner before a notary or commissioner for oaths to the effect that such Holder is a "Canadian partnership", as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeITA.

Withholding Rights. ParentVivendi, ExchangeCo Vivendi Exchangeco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Vivendi ADSs such amounts as ParentVivendi, ExchangeCo Vivendi Exchangeco or the Trustee is determines, acting reasonably, are required or permitted pursuant to deduct section 116 of the Income Tax Act (Canada) or any successor provision thereto to be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 1986, the tax laws of France or any provision of federal, provincial, territorial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentVivendi, ExchangeCo Vivendi Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentVivendi, ExchangeCo Vivendi Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentVivendi, ExchangeCo Vivendi Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentSpinco, ExchangeCo Newco Canada, Newco Canada Exchangeco and the Trustee shall be entitled to deduct and withhold from any dividend or any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent shares of Spinco Common Shares Stock such amounts as ParentSpinco, ExchangeCo Newco Canada, Newco Canada Exchangeco or the Trustee is required or permitted to deduct and withhold with respect to such payment under (i) the Income Tax Act (Canada) (the “ITA”), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededsucceeded or (ii) required or permitted in order to comply with section 116 of the ITA or any corresponding provisions of provincial laws. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares 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 or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentSpinco, ExchangeCo Newco Canada, Newco Canada Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentSpinco, ExchangeCo Newco Canada, Newco Canada Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentSpinco, ExchangeCo Newco Canada, Newco Canada Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior Each of Spinco and Newco Canada represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such considerationUnited States Internal Revenue Code of 1986. In carrying out its duties under this Section 5.14, Trustee may obtain the advice Table of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.Contents