Common use of EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION Clause in Contracts

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder has exercised its right under Article 27.6 of the Exchangeable Share Provisions to require the Purchaser to redeem any or all of the Exchangeable Non-Voting Shares held by the Shareholder (the "Retracted Shares") and is notified by the Purchaser pursuant to section 27.6 (a) of the Exchangeable Share Provisions that the Purchaser will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and the Shareholder has not revoked the retraction request delivered by the Shareholder to the Purchaser pursuant to section 27.6 (a) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Shareholder to the Parent to exercise the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser is unable to redeem. In any such event, the Purchaser hereby agrees with the Shareholder immediately to notify the Parent of such prohibition against the Purchaser redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to the Parent all relevant materials delivered by the Shareholder to the Purchaser of the Exchangeable Non-Voting Shares (including without limitation a copy of the retraction request delivered pursuant to section 27.6 (a) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Parent will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser is not permitted to redeem and will purchase such shares in accordance with the provisions of this Article 4.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder has exercised its right under Article 27.6 6 of the Exchangeable Share Provisions to require the Purchaser Exchangeco to redeem any or all of the Exchangeable Non-Voting Shares held by the Shareholder (the "Retracted Shares") and is notified by the Purchaser Exchangeco pursuant to section 27.6 (a) 6.6 of the Exchangeable Share Provisions that the Purchaser Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that Patch shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Shareholder has not revoked the retraction request delivered by the Shareholder to the Purchaser Exchangeco pursuant to section 27.6 (a) 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Shareholder to the Parent Trustee instructing the Trustee to exercise the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser Exchangeco is unable to redeem. In any such event, the Purchaser Exchangeco hereby agrees with the Shareholder immediately to notify the Parent of such prohibition against the Purchaser redeeming all Trustee and in favour of the Retracted Shares and immediately Shareholder promptly to forward or cause to be forwarded to the Parent Trustee all relevant materials delivered by the Shareholder to the Purchaser of the Exchangeable Non-Voting Shares Exchangeco (including without limitation a copy of the retraction request delivered pursuant to section 27.6 (a) 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Parent Trustee will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser Exchangeco is not permitted to redeem and will require Patch to purchase such shares in accordance with the provisions of this Article 4.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder has exercised its right under Article 27.6 6 of the Exchangeable Share Provisions to require the Purchaser to redeem any or all of the Exchangeable Non-Voting Shares held by the Shareholder (the "Retracted Shares") and is notified by the Purchaser pursuant to section 27.6 (a) 6.6 of the Exchangeable Share Provisions that the Purchaser will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that Parent shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Shareholder has not revoked the retraction request delivered by the Shareholder to the Purchaser pursuant to section 27.6 (a) 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Shareholder to the Parent Trustee instructing the Trustee to exercise the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser is unable to redeem. In any such event, the Purchaser hereby agrees with the Shareholder immediately to notify the Parent of such prohibition against the Purchaser redeeming all Trustee and in favour of the Retracted Shares and immediately Shareholder promptly to forward or cause to be forwarded to the Parent Trustee all relevant materials delivered by the Shareholder to the Purchaser of the Exchangeable Non-Voting Shares (including without limitation a copy of the retraction request delivered pursuant to section 27.6 (a) 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Parent Trustee will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 4.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder Holder has exercised its right under Article 27.6 6 of the Series I Exchangeable Share Provisions to require the Purchaser Company to redeem any or all of the Series I Exchangeable Non-Voting Shares held by the Shareholder Holder (such number of Series I Exchangeable Shares so required to be redeemed being hereinafter collectively referred to as the "Retracted Shares") and is notified by the Purchaser Company pursuant to section 27.6 (a) Section 6.5 of the Series I Exchangeable Share Provisions that the Purchaser Company will not be permitted as a result of liquidity or solvency requirements or other provisions of applicable law to redeem all such Retracted Shares, subject to receipt by such Holder of written notice to that effect from the Company and provided that the Shareholder has not revoked the retraction request delivered by the Shareholder Retraction Call Right with respect to the Purchaser pursuant to section 27.6 (a) of the Exchangeable Share ProvisionsRetracted Shares shall not have been exercised, the retraction request Retraction Request will constitute constitute, and will be deemed to constitute constitute, notice from the Shareholder such Holder to the Parent to exercise Adsero Callco that such Holder is exercising the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser Company is unable not permitted by applicable law to redeem. In any such event, the Purchaser Company hereby agrees with the Shareholder such Holder immediately to notify the Parent such Holder of such prohibition against the Purchaser Company redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to the Parent Adsero Callco all relevant materials delivered by the Shareholder such Holder to the Purchaser of the Exchangeable Non-Voting Shares Company (including without limitation a copy of the retraction request Retraction Request delivered pursuant to section 27.6 (a) Section 6.1 of the Series I Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Parent Adsero Callco will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser is not permitted to redeem and will purchase such shares in accordance with the provisions of this Article 4.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder Holder has exercised its right under Article 27.6 6 of the Exchangeable Share Provisions to require the Purchaser Corporation to redeem any or all of the Exchangeable Non-Voting Shares held by the Shareholder Holder (such number of Exchangeable Shares so required to be redeemed being hereinafter collectively referred to as the "Retracted Shares") and is notified by the Purchaser Corporation pursuant to section 27.6 (a) Section 6.5 of the Exchangeable Share Provisions that the Purchaser Corporation will not be permitted as a result of liquidity or solvency requirements or other provisions of applicable law to redeem all such Retracted Shares, subject to receipt by such Holder of written notice to that effect from the Corporation and provided that the Shareholder has not revoked the retraction request delivered by the Shareholder Retraction Call Right with respect to the Purchaser pursuant to section 27.6 (a) of the Exchangeable Share ProvisionsRetracted Shares shall not have been exercised, the retraction request Retraction Request will constitute constitute, and will be deemed to constitute constitute, notice from the Shareholder such Holder to the Parent to exercise Callco that such Holder is exercising the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser Corporation is unable not permitted by applicable law to redeem. In any such event, the Purchaser Corporation hereby agrees with the Shareholder immediately such Holder to notify the Parent such Holder immediately of such prohibition against the Purchaser Corporation redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to the Parent Callco immediately all relevant materials delivered by the Shareholder such Holder to the Purchaser of the Exchangeable Non-Voting Shares Corporation (including including, without limitation limitation, a copy of the retraction request Retraction Request delivered pursuant to section 27.6 (a) Section 5.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Parent Callco will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser is not permitted to redeem and will purchase such shares in accordance with the provisions of this Article 42.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder has exercised its right under Article 27.6 of the Exchangeable Share Provisions to require the Purchaser to redeem any or all of the Exchangeable Non-Voting Shares held by the Shareholder (the "“Retracted Shares"”) and is notified by the Purchaser pursuant to section 27.6 (a) of the Exchangeable Share Provisions that the Purchaser will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and the Shareholder has not revoked the retraction request delivered by the Shareholder to the Purchaser pursuant to section 27.6 (a) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Shareholder to the Parent to exercise the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser is unable to redeem. In any such event, the Purchaser hereby agrees with the Shareholder immediately to notify the Parent of such prohibition against the Purchaser redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to the Parent all relevant materials delivered by the Shareholder to the Purchaser of the Exchangeable Non-Voting Shares (including without limitation a copy of the retraction request delivered pursuant to section 27.6 (a) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Parent will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser is not permitted to redeem and will purchase such shares in accordance with the provisions of this Article 4.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder has the Holders have exercised its their right under Article 27.6 6 of the Exchangeable Share Provisions to require the Purchaser Corporation to redeem any some or all of the Exchangeable Non-Voting Retracted Shares held by the Shareholder (the "Retracted Shares") Holders and is are notified by the Purchaser Corporation pursuant to section 27.6 (a) of the Exchangeable Share Provisions that the Purchaser Corporation will not be permitted as a result of liquidity or solvency requirements or other provisions of applicable law to redeem all such Retracted Shares, and the Shareholder has not revoked the retraction request delivered subject to receipt by the Shareholder Holders of written notice to that effect from Corporation and provided that the Retraction Call Right with respect to the Purchaser pursuant to section 27.6 (a) of the Exchangeable Share ProvisionsRetracted Shares shall not have been exercised, the retraction request Retraction Request will constitute constitute, and will be deemed to constitute constitute, notice from the Shareholder Holders to PMG or Callco, as the Parent to exercise case may be, that the Holders are exercising the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser Corporation is unable not permitted by applicable law to redeem. In any such event, the Purchaser Corporation hereby agrees with the Shareholder immediately Holders to notify the Parent Holders immediately of such prohibition against the Purchaser Corporation redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to PMG or Callco, as the Parent case may be, immediately all relevant materials delivered by the Shareholder Holders to the Purchaser of the Exchangeable Non-Voting Shares Corporation (including without limitation a copy of the applicable retraction request delivered pursuant to section 27.6 (a) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and PMG or Callco, as the Parent case may be, will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser is not permitted to redeem and will purchase such shares in accordance with the provisions of this Article 42.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder Voting Trust Beneficiary has exercised its right under Article 27.6 section III 5 of the Exchangeable Share Provisions to require the Purchaser Exchangeco to redeem any or all of the Exchangeable Non-Voting Shares held by the Shareholder Voting Trust Beneficiary (the "“Retracted Shares"”) and is notified by the Purchaser Exchangeco pursuant to section 27.6 (aparagraph III 5(g) of the Exchangeable Share Provisions that the Purchaser Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that Parent shall not have exercised a Retraction Call Right with respect to the Shareholder Retracted Shares and that the Voting Trust Beneficiary has not revoked the a retraction request delivered by the Shareholder Voting Trust Beneficiary to the Purchaser Exchangeco pursuant to section 27.6 (aparagraph III 5(d) of the Exchangeable Share Provisions, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Shareholder Voting Trust Beneficiary to the Parent Voting Trustee instructing the Voting Trustee to exercise the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser that Exchangeco is unable to redeem. In any such event, the Purchaser Exchangeco hereby agrees with the Shareholder immediately to notify the Parent of such prohibition against the Purchaser redeeming all Voting Trustee and in favour of the Retracted Shares and immediately Voting Trust Beneficiary promptly to forward or cause to be forwarded to the Parent Voting Trustee all relevant materials delivered by the Shareholder Voting Trust Beneficiary to Exchangeco or to the Purchaser transfer agent of the Exchangeable Non-Voting Shares (including without limitation limitation, a copy of the retraction request delivered pursuant to section 27.6 (a) III 5 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Parent Voting Trustee will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser Exchangeco is not permitted to redeem and will require the Parent to purchase such shares in accordance with the provisions of this Article 4ARTICLE 5.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder Holder has exercised its right under Article 27.6 6 of the Series II Exchangeable Share Provisions to require the Purchaser Company to redeem any or all of the Series II Exchangeable Non-Voting Shares held by the Shareholder Holder (such number of Series II Exchangeable Shares so required to be redeemed being hereinafter collectively referred to as the "Retracted Shares") and is notified by the Purchaser Company pursuant to section 27.6 (a) Section 6.5 of the Series II Exchangeable Share Provisions that the Purchaser Company will not be permitted as a result of liquidity or solvency requirements or other provisions of applicable law to redeem all such Retracted Shares, subject to receipt by such Holder of written notice to that effect from the Company and provided that the Shareholder has not revoked the retraction request delivered by the Shareholder Retraction Call Right with respect to the Purchaser pursuant to section 27.6 (a) of the Exchangeable Share ProvisionsRetracted Shares shall not have been exercised, the retraction request Retraction Request will constitute constitute, and will be deemed to constitute constitute, notice from the Shareholder such Holder to the Parent to exercise Adsero Callco that such Holder is exercising the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser Company is unable not permitted by applicable law to redeem. In any such event, the Purchaser Company hereby agrees with the Shareholder such Holder immediately to notify the Parent such Holder of such prohibition against the Purchaser Company redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to the Parent Adsero Callco all relevant materials delivered by the Shareholder such Holder to the Purchaser of the Exchangeable Non-Voting Shares Company (including without limitation a copy of the retraction request Retraction Request delivered pursuant to section 27.6 (a) Section 6.1 of the Series II Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Parent Adsero Callco will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser is not permitted to redeem and will purchase such shares in accordance with the provisions of this Article 4.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder has exercised its right under Article 27.6 6 of the Exchangeable Share Provisions to require the Purchaser Mergeco to redeem any or all of the Exchangeable Non-Voting Shares held by the Shareholder (the "Retracted Shares") and is notified by the Purchaser Mergeco pursuant to section 27.6 (a) 6.6 of the Exchangeable Share Provisions that the Purchaser Mergeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and the Shareholder has not revoked the retraction request delivered by the Shareholder to the Purchaser Mergeco pursuant to section 27.6 (a) 6.7 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Shareholder to the Parent to exercise the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser Mergeco is unable to redeem. In any such event, the Purchaser Mergeco hereby agrees with the Shareholder immediately to notify the Parent of such prohibition against the Purchaser Mergeco redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to the Parent all relevant materials delivered by the Shareholder to the Purchaser Mergeco of the Exchangeable Non-Voting Shares (including without limitation a copy of the retraction request delivered pursuant to section 27.6 (a) 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Parent will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser Mergeco is not permitted to redeem and will purchase such shares in accordance with the provisions of this Article 4.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder Beneficiary has exercised its right under Article 27.6 6 of the Exchangeable Share Provisions to require the Purchaser Corporation to redeem any or all of the Exchangeable Non-Voting Shares held by the Shareholder Beneficiary (such number of Exchangeable Shares so required to be redeemed being hereinafter collectively referred to as the "Retracted Shares") and is notified by the Purchaser Corporation pursuant to section 27.6 (a) Section 6.5 of the Exchangeable Share Provisions that the Purchaser Corporation will not be permitted as a result of liquidity or solvency requirements or other provisions of applicable law to redeem all such Retracted Shares, subject to receipt by such Beneficiary of written notice to that effect from the Corporation and provided that the Shareholder has not revoked the retraction request delivered by the Shareholder Retraction Call Right with respect to the Purchaser pursuant to section 27.6 (a) of the Exchangeable Share ProvisionsRetracted Shares shall not have been exercised, the retraction request Retraction Request will constitute constitute, and will be deemed to constitute constitute, notice from the Shareholder Trustee on behalf of such Beneficiary to Callco that the Parent to exercise Trustee is exercising the Insolvency Exchange Right on behalf of such Beneficiary with respect to those Retracted Shares which the Purchaser Corporation is unable not permitted by applicable law to redeem. In any such event, the Purchaser Corporation hereby agrees with the Shareholder immediately such Beneficiary to notify the Parent such Beneficiary immediately of such prohibition against the Purchaser Corporation redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to the Parent Callco immediately all relevant materials delivered by the Shareholder such Beneficiary to the Purchaser of the Exchangeable Non-Voting Shares Corporation (including including, without limitation limitation, a copy of the retraction request Retraction Request delivered pursuant to section 27.6 (a) Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares Shares, and the Parent Callco will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser is not permitted to redeem and will purchase such shares in accordance with the provisions of this Article 45.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder has exercised its right under Article 27.6 6 of the Exchangeable Share Provisions to require the Purchaser Exchangeco to redeem any or all of the Exchangeable Non-Voting Shares held by the Shareholder (the "Retracted RETRACTED Shares") and is notified by the Purchaser Exchangeco pursuant to section 27.6 (a) 6.6 of the Exchangeable Share Provisions that the Purchaser Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that Patch shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Shareholder has not revoked the retraction request delivered by the Shareholder to the Purchaser Exchangeco pursuant to section 27.6 (a) 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Shareholder to the Parent Trustee instructing the Trustee to exercise the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser Exchangeco is unable to redeem. In any such event, the Purchaser Exchangeco hereby agrees with the Shareholder immediately to notify the Parent of such prohibition against the Purchaser redeeming all Trustee and in favour of the Retracted Shares and immediately Shareholder promptly to forward or cause to be forwarded to the Parent Trustee all relevant materials delivered by the Shareholder to the Purchaser of the Exchangeable Non-Voting Shares Exchangeco (including without limitation a copy of the retraction request delivered pursuant to section 27.6 (a) 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Parent Trustee will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser Exchangeco is not permitted to redeem and will require Patch to purchase such shares in accordance with the provisions of this Article 4.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a the Shareholder has exercised its right under Article 27.6 6 of the Exchangeable Share Provisions to require the Purchaser Exchangeco to redeem any or all of the Class A Exchangeable Non-Voting Shares held by the Shareholder (the "“Retracted Shares"”) and is notified by the Purchaser Exchangeco pursuant to section 27.6 (a) Section 6.6 of the Exchangeable Share Provisions that the Purchaser Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that Pioneer Affiliate shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Shareholder has not revoked the retraction request delivered by the Shareholder to the Purchaser Exchangeco pursuant to section 27.6 (a) Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Shareholder to the Parent to exercise of the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser Exchangeco is unable to redeem. In any such event, the Purchaser Exchangeco hereby agrees with the Shareholder immediately to notify the Parent Pioneer immediately of such prohibition against the Purchaser Exchangeco redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded immediately to the Parent Pioneer all relevant materials delivered by the Shareholder to the Purchaser of the Exchangeable Non-Voting Shares Exchangeco (including without limitation a copy of the retraction request delivered pursuant to section 27.6 (a) Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Parent will thereupon exercise the Insolvency Exchange Right with respect and, subject to the Retracted Shares that the Purchaser is not permitted to redeem and provisions of applicable law, Pioneer will purchase such shares in accordance with the provisions of this Article 42.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder has exercised its right under Article 27.6 6 of the Exchangeable Share Provisions to require the Purchaser to redeem any or all of the Exchangeable Non-Voting Shares held by the Shareholder (the "Retracted Shares") and is notified by the Purchaser pursuant to section 27.6 (a) 6.6 of the Exchangeable Share Provisions that the Purchaser will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and the Shareholder has not revoked the retraction request delivered by the Shareholder to the Purchaser pursuant to section 27.6 (a) 6.7 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Shareholder to the Parent to exercise the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser is unable to redeem. In any such event, the Purchaser hereby agrees with the Shareholder immediately to notify the Parent of such prohibition against the Purchaser redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to the Parent all relevant materials delivered by the Shareholder to the Purchaser of the Exchangeable Non-Voting Shares (including without limitation a copy of the retraction request delivered pursuant to section 27.6 (a) 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Parent will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser is not permitted to redeem and will purchase such shares in accordance with the provisions of this Article 4.

EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a Shareholder has exercised its right under Article 27.6 6 of the Exchangeable Share Provisions to require the Purchaser Exchangeco to redeem any or all of the Exchangeable Non-Voting Shares held by the Shareholder (the "“Retracted Shares"”) and is notified by the Purchaser Exchangeco pursuant to section 27.6 (a) 6.6 of the Exchangeable Share Provisions that the Purchaser Exchangeco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that Patch shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Shareholder has not revoked the retraction request delivered by the Shareholder to the Purchaser Exchangeco pursuant to section 27.6 (a) 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Shareholder to the Parent Trustee instructing the Trustee to exercise the Insolvency Exchange Right with respect to those Retracted Shares which the Purchaser Exchangeco is unable to redeem. In any such event, the Purchaser Exchangeco hereby agrees with the Shareholder immediately to notify the Parent of such prohibition against the Purchaser redeeming all Trustee and in favour of the Retracted Shares and immediately Shareholder promptly to forward or cause to be forwarded to the Parent Trustee all relevant materials delivered by the Shareholder to the Purchaser of the Exchangeable Non-Voting Shares Exchangeco (including without limitation a copy of the retraction request delivered pursuant to section 27.6 (a) 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Parent Trustee will thereupon exercise the Insolvency Exchange Right with respect to the Retracted Shares that the Purchaser Exchangeco is not permitted to redeem and will require Patch to purchase such shares in accordance with the provisions of this Article 4.