5.1 If, at any time whilst Loan Stock remains in issue, a Junior Funder transfers or disposes (whether for consideration or not) of its legal or beneficial interest in any HoldCo Shares to any person, it undertakes on the same day to transfer to that person a similar interest in some or all of the Loan Stock held by it, such that the ratio of HoldCo Shares to Loan Stock held by that Junior Funder is (so far as practicable) the same before and after such transfers.
5.2 If, at any time whilst Loan Stock remains in issue, [Project Co/HoldCo]21 redeems some or all of that Loan Stock and at or around the same time, or as part of a series of connected transactions, [Project Co/HoldCo] issues Loan Stock to another person, the Junior Funder holding the redeemed Loan Stock undertakes on the same day (or as soon as practicable thereafter) to transfer to that person its legal and beneficial interest in some or all of the HoldCo Shares held by it, such that the ratio of HoldCo Shares to Loan Stock held by that Junior Funder is (so far as practicable) the same before and after such transfers.
___________________________________________________________________________
21 Whether the reference should be to Project Co or HoldCo depends upon whether investors subscribe for loan stock in Project Co directly or via HoldCo