Common use of Authorization of the Notes and the Exchange Notes Clause in Contracts

Authorization of the Notes and the Exchange Notes. (i) The Notes to be purchased by the Initial Purchasers from the Company have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, at the Closing Date, will be in the form contemplated by the Indenture, will have been duly authorized for issuance and sale pursuant to the Indenture and will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture; (ii) the Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture; and (iii) the form of global certificate representing the Notes has been duly approved and adopted by the Company and complies with the provisions of the Business Corporations Act (Québec) relating thereto.

Authorization of the Notes and the Exchange Notes. (i) The Notes to be purchased by the Initial Purchasers from the Company have been duly authorized for issuance and sale by the Company pursuant to this Agreement andwill, at on the Closing Date, will be in the form contemplated by the Indenture, will have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture; (ii) the . The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture; and (iii) the form of global certificate representing the Notes has been duly approved and adopted by the Company and complies with the provisions of the Business Corporations Act (Québec) relating thereto.

Authorization of the Notes and the Exchange Notes. (i) The Notes to be purchased by the Initial Purchasers from the Company have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, at the Closing Date, will be are in the form contemplated by the IndentureIndentures, will have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and Indentures and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture Indentures and delivered against payment of the purchase price therefor, will constitute valid and binding obligations agreements of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture; (ii) the Indentures. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Dollar Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Dollar Indenture; and (iii) the form of global certificate representing the Notes has been duly approved and adopted by the Company and complies with the provisions of the Business Corporations Act (Québec) relating thereto.

Authorization of the Notes and the Exchange Notes. (i) The Notes to be purchased by the Initial Purchasers from the Company have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, at the Closing Date, will be are in the form contemplated by the Indenture, will have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and and, at the Closing Date, will have been duly executed by the Company Company, and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations agreements of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture; (ii) the . The Exchange Notes have been duly and validly authorized for issuance by the Company, Company and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, Company enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture; and (iii) the form of global certificate representing the Notes has been duly approved and adopted by the Company and complies with the provisions of the Business Corporations Act (Québec) relating thereto.

Authorization of the Notes and the Exchange Notes. (i) The Notes to be purchased by the Initial Purchasers from the Company have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, at Escrow Issuer will on the Closing Date, will Date be in the form contemplated by the IndentureIndentures, will have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and Indentures and, at the Closing Date, will have been duly executed by the Company Escrow Issuer and, when authenticated in the manner provided for in the Indenture Indentures and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Escrow Issuer (and upon the Escrow Release Date, of the Company), enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture; (ii) the Indentures. The Exchange Notes have been duly and validly authorized for issuance by the CompanyEscrow Issuer, and when issued and authenticated in accordance with the terms of the Unsecured Notes Indenture, the Registration Rights Agreement, the Registration Rights Agreement Joinder and the Exchange Offer, will constitute valid and binding obligations of the Escrow Issuer (and upon the Escrow Release Date, of the Company), enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general equitable principles of equity and will be entitled to the benefits of the Unsecured Notes Indenture; and (iii) the form of global certificate representing the Notes has been duly approved and adopted by the Company and complies with the provisions of the Business Corporations Act (Québec) relating thereto.

Authorization of the Notes and the Exchange Notes. (i) The Notes to be purchased by the Initial Purchasers from the Company have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, at the Closing Date, will be are in the form contemplated by the Indenture, will have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and and, at the Closing Date, will have been duly executed by the Company and, assuming the due authorization, execution and delivery of the Indenture by the Trustee, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefortherefor in accordance with the terms of this Agreement, will constitute valid and binding obligations agreements of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture; (ii) the . The Exchange Notes have been duly and validly authorized for issuance by the CompanyCompany and, assuming the due authorization, execution and delivery of the Indenture by the Trustee, when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium, fraudulent conveyance moratorium or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture; Indenture and (iii) the form of global certificate representing the Notes has been duly approved and adopted by the Company and complies with the provisions of the Business Corporations Act (Québec) relating theretoGuarantees provided for therein.

Authorization of the Notes and the Exchange Notes. (i) The Notes to be purchased by the Initial Purchasers from the Company have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, at will on the Closing Date, will Date be in the form contemplated by the Indenture, will have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture; (ii) the . The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture; and (iii) the form of global certificate representing the Notes has been duly approved and adopted by the Company and complies with the provisions of the Business Corporations Act (Québec) relating thereto.

Authorization of the Notes and the Exchange Notes. The Notes (i) The Notes to be purchased by the Initial Purchasers from the Company have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, at the Closing Date, will be are in all material respects in the form contemplated by the Indenture, will (ii) have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and (iii) at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations agreements of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture; (ii) the . The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture; and (iii) the form of global certificate representing the Notes has been duly approved and adopted by the Company and complies with the provisions of the Business Corporations Act (Québec) relating thereto.

Authorization of the Notes and the Exchange Notes. (i) The Notes to be purchased by the Initial Purchasers from the Company have been duly authorized for issuance and sale by the Company pursuant to this Agreement andwill, at on the Closing Date, will be in the form contemplated by the Indenture, will have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles principles, and will be entitled to the benefits of the Indenture; (ii) the . The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity equitable principles, and will be entitled to the benefits of the Indenture; and (iii) the form of global certificate representing the Notes has been duly approved and adopted by the Company and complies with the provisions of the Business Corporations Act (Québec) relating thereto.

Authorization of the Notes and the Exchange Notes. (i) The Notes to be purchased by the Initial Purchasers from the Company have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, at Issuer will on the Closing Date, will Date be in the form contemplated by the Indenture, will have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and and, at the Closing Date, will have been duly executed by the Company Issuer and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the CompanyIssuer, enforceable against the Issuer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles principles, and will be entitled to the benefits of the Indenture; (ii) the . The Exchange Notes have been duly and validly authorized for issuance by the CompanyIssuer, and when executed, issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the CompanyIssuer, enforceable against the Company Issuer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture; and (iii) the form of global certificate representing the Notes has been duly approved and adopted by the Company and complies with the provisions of the Business Corporations Act (Québec) relating thereto.