Common use of Exchange Offer Registration Clause in Contracts

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its commercially reasonable efforts (A) to file within 150 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 210 days after the Closing Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 240 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canada; (ii) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Depositary for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last Business Day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his election to have such Initial Securities exchanged; and (v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC or the Canadian securities regulatory authorities, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at the time of the commencement of the Exchange Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the The Company shall (A) use its commercially reasonable efforts (A) to file within 150 days with the SEC on or prior to the 60th day after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 210 days no later than the 120th day after the Closing Date, (C) use its commercially reasonable efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its commercially reasonable efforts to consummate the Exchange Offer within 240 no later than 45 days following after the Closing Date. The effective date of the Exchange Securities will be issued under the IndentureOffer Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's ’s business and has no arrangements or understandings with any person Person to participate in the Exchange Offer for the purpose of distributing the such Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions or under the securities or blue sky laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) promptly mail or otherwise transmit, in compliance with the applicable procedures of the depositary for such Registrable Securities, to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canadadocuments; (ii) keep the Exchange Offer open for not less than 30 20 business days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders (or longer if required by applicable law)and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities; (iii) use the services of a depositary with an address in the Depositary Borough of Manhattan, City of New York for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City Eastern time, on the last Business Day business day on which the Exchange Offer shall remain open, by sending to the institution and at the address specified in the notice, Prospectus or the related letter of transmittal or related documents a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his its election to have such Initial Securities Subordinated Notes exchanged; (v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of Participating Broker-Dealers as provided herein); and (vvi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. The Exchange Securities shall be issued under the Indenture, which shall be qualified under the TIA. The Indenture shall provide that the Exchange Securities and the Subordinated Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as reasonably practicable after the close of the Exchange Offer, the Company shall: (ivii) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (iiviii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iiiix) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid or duly provided for on the Registrable Securities Subordinated Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on the Registrable Securitiessuch Subordinated Notes, from the date of its original issueInterest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's ’s judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iviii) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected Holders tender the Registrable Securities to impair the ability of the Company to proceed in accordance with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented will be required to represent that (Ai) it is not an affiliate of the Company within the meaning of (as defined in Rule 405 under the 1933 Act0000 Xxx) of the Company, (Bii) any Exchange Securities to be received by it were will be acquired in the ordinary course of business and business, (Ciii) at the time of the commencement of the Exchange Offer it has no arrangement with any person Person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Securities, and (iv) it is not acting on behalf of any Person who could not truthfully make the statements set forth in clauses (i), (ii) and (iii) immediately above, and shall have made be required to make such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 S-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the The Company shall (A) use its commercially reasonable efforts (A) to file within 150 days with the SEC on or prior to the 60th day after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared become effective by with the SEC within 210 days no later than the 120th day after the Closing Date, (C) use its commercially reasonable efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its commercially reasonable efforts to consummate the Exchange Offer within 240 no later than 45 days following after the Closing Date. The effective date of the Exchange Securities will be issued under the IndentureOffer Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's ’s business and has no arrangements or understandings with any person Person to participate in the Exchange Offer for the purpose of distributing the such Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions or under the securities or blue sky laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) promptly mail or otherwise transmit, in compliance with the applicable procedures of the depositary for such Registrable Securities, to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canadadocuments; (ii) keep the Exchange Offer open for not less than 30 days 20 Business Days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders (or longer if required by applicable law)and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities; (iii) use the services of a depositary with an address in the Depositary City of Houston, Texas or the Borough of Manhattan, City of New York, New York for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City Eastern time, on the last Business Day on which the Exchange Offer shall remain open, by sending to the institution and at the address specified in the notice, facsimile transmission Prospectus or the related letter of transmittal or related documents setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his its election to have such Initial Securities Subordinated Notes exchanged; (v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of Participating Broker-Dealers as provided herein); and (vvi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. The Exchange Securities shall be issued under the Indenture, which shall be qualified under the TIA. The Indenture shall provide that the Exchange Securities and the Subordinated Notes shall vote and consent together on all matters (as to which any such Exchange Securities and Subordinated Notes may vote or consent) as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as reasonably practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. For the avoidance of doubt, notwithstanding any provision herein purporting to require physical mailing, delivery or acceptance of any document or instrument, the Company may conduct the Exchange Offer exclusively through the automated tender offer program of the Depositary, provided that this provision shall apply only to Registrable Securities held in the form of beneficial interests in a global note deposited with (or held by a custodian for) the Depositary. Interest on each Exchange Security will accrue from the last date on which interest was paid or duly provided for on the Registrable Securities Subordinated Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on the Registrable Securitiessuch Subordinated Notes, from the date of its original issueInterest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's ’s judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iviii) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected Holders tender the Registrable Securities to impair the ability of the Company to proceed in accordance with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented will be required to represent that (Ai) it is not an affiliate of the Company within the meaning of (as defined in Rule 405 under the 1933 Act0000 Xxx) of the Company, (Bii) any Exchange Securities to be received by it were will be acquired in the ordinary course of business and business, (Ciii) at the time of the commencement of the Exchange Offer it has no arrangement with any person Person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Securities, and (iv) it is not acting on behalf of any Person who could not truthfully make the statements set forth in clauses (i), (ii) and (iii) immediately above, and shall have made be required to make such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 S-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the The Company shall (A) use its commercially reasonable efforts (A) to file within 150 days with the SEC on or prior to the 60th day after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective by or become effective with the SEC within 210 days no later than the 120th day after the Closing Date, (C) use its commercially reasonable efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its commercially reasonable efforts to consummate the Exchange Offer within 240 no later than 45 days following after the Closing Date. The effective date of the Exchange Securities will be issued under the IndentureOffer Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's ’s business and has no arrangements or understandings with any person Person to participate in the Exchange Offer for the purpose of distributing the such Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions or under the securities or blue sky laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) promptly mail or otherwise transmit, in compliance with the applicable procedures of the depositary for such Registrable Securities, to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canadadocuments; (ii) keep the Exchange Offer open for not less than 30 days 20 Business Days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders (or longer if required by applicable law)and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities; (iii) use the services of a depositary with an address in the Depositary Borough of Manhattan, The City of New York for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City Eastern time, on the last Business Day on which the Exchange Offer shall remain open, by sending to the institution Company and at the address specified in the notice, Prospectus or the related letter of transmittal or related documents a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his its election to have such Initial Securities Subordinated Notes exchanged, and otherwise complying with the applicable procedures of the Depositary; (v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of Participating Broker-Dealers as provided herein); and (vvi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. The Exchange Securities shall be issued under the Indenture, which shall be qualified under the TIA. The Indenture shall provide that the Exchange Securities and the Subordinated Notes shall vote and consent together on all matters as a single class (as to which any such Exchange Securities and Subordinated Notes may vote or consent) and shall constitute a single series of debt securities issued under the Indenture. As soon as reasonably practicable after the close of the Exchange Offer, the Company shall: (ivii) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which that is an exhibit thereto; (iiviii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iiiix) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. For the avoidance of doubt, notwithstanding any provision herein purporting to require physical mailing, delivery or acceptance of any document or instrument, the Company may conduct the Exchange Offer exclusively through the automated tender offer program of the Depository, provided that this provision shall apply only to Registrable Securities held in the form of beneficial interests in a global note deposited with (or held by a custodian for) The Depository Trust Company. Interest on each Exchange Security will accrue from the last date on which interest was paid or duly provided for on the Registrable Securities Subordinated Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on the Registrable Securitiessuch Subordinated Notes, from the date of its original issueInterest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's ’s judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iviii) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected Holders tender the Registrable Securities to impair the ability of the Company to proceed in accordance with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented will be required to represent that (Ai) it is not an affiliate of the Company within the meaning of (as defined in Rule 405 under the 1933 Act1000 Xxx) of the Company, (Bii) any Exchange Securities to be received by it were will be acquired in the ordinary course of business and business, (Ciii) at the time of the commencement of the Exchange Offer it has no arrangement with any person Person to participate in the distribution (within the meaning of the 0000 1000 Xxx) of the Exchange Securities Securities, and (iv) it is not acting on behalf of any Person who could not truthfully make the statements set forth in clauses (i), (ii) and (iii) immediately above, and shall have made be required to make such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 S-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the The Company shall (A) use its commercially reasonable efforts (A) to file within 150 days with the SEC on or prior to the 60th day after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 210 days no later than the 120th day after the Closing Date, (C) use its commercially reasonable efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its commercially reasonable efforts to consummate the Exchange Offer within 240 no later than 45 days following after the Closing Date. The effective date of the Exchange Securities will be issued under the IndentureOffer Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's ’s business and has no arrangements or understandings with any person Person to participate in the Exchange Offer for the purpose of distributing the such Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions or under the securities or blue sky laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) promptly mail or otherwise transmit, in compliance with the applicable procedures of the depositary for such Registrable Securities, to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canadadocuments; (ii) keep the Exchange Offer open for not less than 30 20 business days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders (or longer if required by applicable law)and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities; (iii) use the services of a depositary with an address in the Depositary Borough of Manhattan, City of New York for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City timeEastern Time, on the last Business Day business day on which the Exchange Offer shall remain open, by sending to the institution at the address specified in the notice, Prospectus or the related letter of transmittal or related documents a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his its election to have such Initial Securities Subordinated Notes exchanged; (v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of Participating Broker-Dealers as provided herein); and (vvi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. The Exchange Securities shall be issued under the Indenture, which shall be qualified under the TIA. The Indenture shall provide that the Exchange Securities and the Subordinated Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as reasonably practicable after the close of the Exchange Offer, the Company shall: (ivii) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal transmittal, which is an exhibit thereto; (iiviii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iiiix) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid or duly provided for on the Registrable Securities Subordinated Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on the Registrable Securitiessuch Subordinated Notes, from the date of its original issueInterest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer whichthat, in the Company's ’s judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iviii) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected Holders tender the Registrable Securities to impair the ability of the Company to proceed in accordance with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented will be required to represent that (Ai) it is not an affiliate of the Company within the meaning of (as defined in Rule 405 under the 1933 Act0000 Xxx) of the Company, (Bii) any Exchange Securities to be received by it were will be acquired in the ordinary course of business and business, (Ciii) at the time of the commencement of the Exchange Offer it has no arrangement with any person Person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Securities, and (iv) it is not acting on behalf of any Person who could not truthfully make the statements set forth in clauses (i), (ii) and (iii) immediately above, and shall have made be required to make such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 S-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its commercially reasonable best efforts (A) to file within 150 30 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 210 120 days after the Closing Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 240 150 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canadadocuments; (ii) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Depositary for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last Business Day business day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his election to have such Initial Securities exchanged; and (v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities equal in principal amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC or the Canadian securities regulatory authorities, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented will be required to represent that (Ai) it is not an affiliate of the Company within the meaning of Rule 405 under the 1933 ActCompany, (Bii) any Exchange Securities to be received by it were acquired in the ordinary course of business and (Ciii) at the time of the commencement of the Exchange Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this AgreementSecurities. To the extent permitted by law, the The Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the The Company shall use its commercially reasonable efforts (A) file with the SEC on or prior to file within 150 days the 90th day after the Closing Date Time an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 210 days no later than the 180th day after the Closing DateTime, (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer within 240 no later than 45 days following after the Closing Date. The effective date of the Exchange Securities will be issued under the IndentureOffer Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person Person to participate in the Exchange Offer for the purpose of distributing the such Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions or under the securities or Blue Sky laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canadadocuments; (ii) keep the Exchange Offer open for not less than 30 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders (or longer if required by applicable law)and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities; (iii) use the services of a depositary with an address in the Depositary Borough of Manhattan, The City of New York for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last Business Day business day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, Prospectus or the related letter of transmittal or related documents a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his its election to have such Initial Securities exchanged; (v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (vvi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Notes as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security may be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities upon receipt of legal opinions (if any) from counsel to the holder of such Private Exchange Securities to the extent required by the terms of such Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The Indenture shall provide that the Exchange Securities, the Private Exchange Securities (if any) and the Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange all Registrable Securities duly validly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) will accrue from the last date on which interest was paid or duly provided for on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid or duly provided for on the Registrable such Securities, from the date of its original issueInterest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's reasonable judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iviii) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected Holders tender the Registrable Securities to impair the ability of the Company to proceed in accordance with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented will be required to represent that (A) it is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (Bi) any Exchange Securities to be received by it were such Holder will be acquired in the ordinary course of business and business, (Cii) at the time of the commencement of the Exchange Offer it such Holder has no arrangement or understanding with any person Person to participate in the distribution (of the Securities or the Exchange Securities within the meaning of the 0000 Xxx1933 Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 of the 1933 Act, of the Company, (iv) if such Holder is not a broker-dealer, such Holder is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities within the meaning of the 1933 Act and (v) if such Holder is a broker-dealer, it will receive Exchange Securities in exchange for Securities that were acquired for its own account as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities, and shall have made be required to make such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 S-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, upon request of any Initial Purchaser, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is mademade and, to the extent such information is reasonably available to the Company, the names and addresses of the beneficial owners of such Securities, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the The Company shall (A) use its commercially reasonable efforts (A) to file within 150 days with the SEC on or prior to the 60th day after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective or become effective by the SEC within 210 days no later than the 120th day after the Closing Date, (C) use its commercially reasonable efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its commercially reasonable efforts to consummate the Exchange Offer within 240 no later than 45 days following after the Closing Date. The effective date of the Exchange Securities will be issued under the IndentureOffer Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's ’s business and has no arrangements or understandings with any person Person to participate in the Exchange Offer for the purpose of distributing the such Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions or under the securities or blue sky laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) promptly mail or otherwise transmit, in compliance with the applicable procedures of the Depositary for such Registrable Securities, to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canadadocuments; (ii) keep the Exchange Offer open for not less than 30 days 20 Business Days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders (or longer if required by applicable law)and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities; (iii) use the services of a Depositary with an address in the Depositary Borough of Manhattan, City of New York for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City Eastern time, on the last Business Day on which the Exchange Offer shall remain open, by sending to the institution Company and at the address specified in the notice, Prospectus or the related letter of transmittal or related documents a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his its election to have such Initial Securities exchangedSubordinated Notes exchanged and otherwise complying with the applicable procedures of the Depositary; (v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of Participating Broker-Dealers as provided herein); and (vvi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. The Exchange Securities shall be issued under the Indenture, which shall be qualified under the TIA. The Indenture shall provide that the Exchange Securities and the Subordinated Notes shall vote and consent together on all matters as a single class (as to which any such Exchange Securities and Subordinated Notes may vote or consent) and shall constitute a single series of debt securities issued under the Indenture. As soon as reasonably practicable after the close of the Exchange Offer, the Company shall: (ivii) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (iiviii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iiiix) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. For the avoidance of doubt, notwithstanding any provision herein purporting to require physical mailing, delivery or acceptance of any document or instrument, the Company may conduct the Exchange Offer exclusively through the automated tender offer program of the Depositary, provided that this provision shall apply only to Registrable Securities held in the form of beneficial interests in a global note deposited with (or held by a custodian for) The Depository Trust Company. Interest on each Exchange Security will accrue from the last date on which interest was paid or duly provided for on the Registrable Securities Subordinated Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on the Registrable Securitiessuch Subordinated Notes, from the date of its original issueInterest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the Staff staff of the SEC or the Canadian securities regulatory authoritiesSEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's ’s judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iviii) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected Holders tender the Registrable Securities to impair the ability of the Company to proceed in accordance with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented will be required to represent that (Ai) it is not an affiliate of the Company within the meaning of (as defined in Rule 405 under the 1933 Act0000 Xxx) of the Company, (Bii) any Exchange Securities to be received by it were will be acquired in the ordinary course of business and business, (Ciii) at the time of the commencement of the Exchange Offer it has no arrangement with any person Person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Securities, and (iv) it is not acting on behalf of any Person who could not truthfully make the statements set forth in clauses (i), (ii) and (iii) immediately above, and shall have made be required to make such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 S-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company Issuers at their cost, shall use its commercially reasonable their best efforts (A) to file within 150 90 days after the Closing Original Issue Date with the SEC an Exchange Offer Registration Statement covering the offer by the Company Issuers to the Holders to exchange all of the Registrable Securities Notes for Exchange SecuritiesNotes, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 210 180 days after the Closing Original Issue Date, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 240 210 days following after the Closing Original Issue Date. The Exchange Securities Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company Issuers within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company Issuers shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canadadocuments; (ii) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Depositary for the Exchange OfferOffer with respect to Initial Notes evidenced by global certificates; (iv) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, New York City time, on the last Business Day business day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder Xxxxxx is withdrawing his election to have such Initial Securities Registrable Notes exchanged; and (v) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company Issuers shall: (i) accept for exchange Registrable Securities Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange by the CompanyIssuers; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities Notes equal in amount to the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security Note will accrue from the last payment date on which interest was paid on the Registrable Securities Notes surrendered in exchange therefor or, if no interest has been paid on the Registrable SecuritiesNotes, from the date of its original issueOriginal Issue Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC or the Canadian securities regulatory authorities, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . Each Holder of Registrable Securities Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Notes for Exchange Securities Notes in the Exchange Offer shall have represented will be required to represent that (Ai) it is not an affiliate of the Company within the meaning of Rule 405 under the 1933 ActIssuers, (Bii) any Exchange Securities Notes to be received by it were acquired in the ordinary course of business and (Ciii) at the time of the commencement of the Exchange Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx1933 Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this AgreementNotes. To the extent permitted by law, the Company The Issuers shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its commercially reasonable efforts (A) to file within 150 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 210 days after the Closing Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 240 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canada; (ii) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Depositary for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last Business Day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his election to have such Initial Securities exchanged; and (v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC or the Canadian securities regulatory authorities, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at the time of the commencement of the Exchange Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx1933 Act) of the Exchange Securities and shall have made such other representations rexxxxxxxxtions as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its commercially reasonable efforts (A) to file within 150 120 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 210 180 days after the Closing Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 240 210 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canadadocuments; (ii) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Depositary for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last Business Day business day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his election to have such Initial Securities exchanged; and (v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC or the Canadian securities regulatory authoritiesSEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at the time of the commencement of the Exchange Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx1933 Act) of the Exchange Securities and shall have made such other representations rexxxxxxxxtions as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th 210th day following the Closing Date.

Exchange Offer Registration. To The Company and the extent not prohibited by any applicable law or applicable interpretation of Subsidiary Guarantors shall, at their own expense (i) file with the Staff of the SEC, the Company shall use its commercially reasonable efforts (A) to file SEC within 150 90 days after the Closing Issue Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Notes for Exchange SecuritiesNotes, (Bii) use their best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 210 180 days after the Closing Issue Date, (Ciii) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (Div) to use their best efforts to consummate the Exchange Offer within 240 210 days following the Closing Issue Date. The Exchange Securities Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))Dealers) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes evidencing the same continuing indebtedness of the Company (assuming that such Holder (i) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (ii) acquires the Exchange Securities Notes in the ordinary course of such Holder's business and (iii) has no arrangements or understandings with any person Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Any Notwithstanding anything contained herein, the Company and the Subsidiary Guarantors shall not be required to make an Exchange Offer in any province or territory of Canada or to accept Registrable Notes surrendered by residents of Canada in the Exchange Offer, unless the distribution in Canada of Exchange Securities will Notes pursuant to such offer can be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that registration and prospectus requirements of the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Lawssuch province or territory of Canada. In connection with the Exchange Offer, the Company and the Subsidiary Guarantors shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) any "wrapped" version thereof used in connection with the private placement of the Exchange Securities Notes in Canada; (ii) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Common Depositary for the Exchange OfferOffer with respect to Notes evidenced by global certificates; (iv) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, 5:00 P.M. New York City time, on the last Business Day business day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing his its election to have such Initial Securities Notes exchanged; and (v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange Registrable Securities duly Notes validly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities Notes equal in principal amount to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC or the Canadian securities regulatory authorities, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at the time of the commencement of the Exchange Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff staff of the SEC, the Company shall use its commercially reasonable efforts (A) cause to file within 150 days after the Closing Date be filed an Exchange Offer Registration Statement with the SEC within 90 days after the Original Issue Date covering the offer by the Company to the Holders to exchange of Exchange Notes for all of the Registrable Securities for Exchange Securitiestheir Transfer Restricted Notes, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by under the SEC 1933 Act as promptly as possible but in any event within 210 150 days after the Closing Date, Original Issue Date and (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer within 240 30 days following after the Closing Date. The date on which such Exchange Securities will be issued Offer Registration Statement is declared effective under the Indenture1933 Act. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canadadocuments; (ii) keep the Exchange Offer open for not less than 30 20 business days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Depositary for the Exchange OfferOffer with respect to Notes evidenced by global certificates; (iv) permit Holders to withdraw tendered Registrable Securities Transfer Restricted Notes at any time prior to the close of business, New York City time, on the last Business Day business day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Transfer Restricted Notes delivered for exchange, and a statement that such Holder is withdrawing his its election to have such Initial Securities Notes exchanged; and (v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange Registrable Securities Transfer Restricted Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Transfer Restricted Notes so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities Transfer Restricted Notes equal in principal amount at maturity to the Registrable Securities principal amount at maturity of the Transfer Restricted Notes of such Holder so accepted for exchange. Interest Original issue discount will accrete, if on or prior to May 15, 2003, and interest will accrue, if after May 15,2003, on each Exchange Security will accrue Note exchanged for a Note, in either case from the last date on which original issue discount accreted or interest was paid paid, as the case may be, on the Registrable Securities Notes surrendered in exchange therefor or, if therefor. If no interest has been paid on the Registrable SecuritiesNotes, such interest will be payable from the date of its original issueMay 15, 2003. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff staff of the SEC or the Canadian securities regulatory authorities, and (ii) the due proper tendering of Registrable Securities Transfer Restricted Notes in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . Each Holder of Registrable Securities Transfer Restricted Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Transfer Restricted Notes for Exchange Securities Notes in the Exchange Offer shall have represented that (Ai) it is not an affiliate of the Company within the meaning of (as defined in Rule 405 under the 0000 Xxx) of the Company, or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the 1933 ActAct to the extent applicable, (Bii) any Exchange Securities Notes to be received by it were will be acquired in the ordinary course of business and its business, (Ciii) at the time of the commencement of the Exchange Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Notes and (iv) it shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 S-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by lawlaw and ascertainable by the Company, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities Transfer Restricted Notes in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its commercially reasonable efforts (A) to file within 150 120 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 210 180 days after the Closing Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 240 210 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will may be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canada; (ii) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Depositary for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last Business Day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his election to have such Initial Securities exchanged; and (v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC or the Canadian securities regulatory authorities, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at the time of the commencement of the Exchange Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx1933 Act) of the Exchange Securities and shall have made such other representations rexxxxxxxxtions as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th 210th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its commercially reasonable efforts (A) to file within 150 120 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 210 180 days after the Closing Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 240 210 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Any distribution in Canada of Exchange Securities will be effected solely to holders of Registrable Securities who are eligible to acquire Exchange Securities pursuant to exemptions from the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities and, as a condition to the tender of their Registrable Securities pursuant to the Exchange Offer, holders of Registrable Securities in Canada will be required to provide certain information and make certain representations to the Company, including a representation that they are entitled under applicable provincial securities laws to acquire the Exchange Securities without the benefit of a prospectus qualified under applicable Canadian Securities Laws. In connection with the Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents and, in the case of Holders in Canada, the wrapper (if the delivery of one is required by Canadian Securities Laws) used in connection with the private placement of the Exchange Securities in Canada; (ii) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Depositary for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last Business Day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his election to have such Initial Securities exchanged; and (v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC or the Canadian securities regulatory authorities, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by U.S. federal, New York State or Canadian federal authorities a banking moratorium which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading generally in the United States or Canadian over-the-counter market shall not have been suspended by order of the SEC, any securities commission or securities regulatory authority in Canada or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at the time of the commencement of the Exchange Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx1933 Act) of the Exchange Securities and shall have made such other representations rexxxxxxxxtions as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 or another appropriate form under the 1933 Act available; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its commercially reasonable efforts to make the Exchange Offer hereunder terminates at the close of business on the 240th 210th day following the Closing Date.