Extract to table

For the avoidance of doubt, the Initial Notes are exempt from TIA qualification under Section 304(a)(4)(A) thereof as securities issued by a national banking association; provided, however, that Exchange Notes issued pursuant to a registered Exchange Offer may be subject to TIA qualification, and in such event, the Company shall take all actions necessary to comply with the TIA as set forth in Section 4

2 — Rules of Construction Unless the context otherwise requires: (a) a term has the meaning assigned to it by this Section or by the applicable provision of this Agreement; (b) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with generally accepted accounting principles in the United States as in effect from time to time; (c) "or" is not exclusive; (d) "including" means "including, without limitation"; (e) words in the singular include the plural and words in the plural include the singular; (f) the terms "hereof," "herein," "hereunder," and similar terms refer to this Agreement as a whole, and not to any particular provision of this Agreement; (g) references to "Articles," "Sections," and other subdivisions refer to the designated Articles, Sections, and other subdivisions of this Agreement unless expressly provided otherwise; (h) references to any agreement or instrument mean such agreement or instrument as amended, supplemented, or otherwise modified from time to time; (i) references to any statute, rule, or regulation mean such statute, rule, or regulation as amended from time to time and include any successor statute, rule, or regulation; (j) headings are for convenience of reference only and shall not affect the interpretation of this Agreement; and (k) all references to currency shall mean lawful money of the United States of America

The Exchange Offer Registration Statement shall include such information as is required by applicable law and the rules and regulations of the Commission, and shall contain a Prospectus to be used in connection with the Exchange Offer

2 — Exchange Offer Procedures (a) The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the Commission

(d) The Company shall use its commercially reasonable efforts to consummate the Exchange Offer within 30 business days after the commencement thereof; provided, however, that such period shall be extended as necessary to comply with applicable law, the rules and regulations of the Commission, or any order or direction of the Commission

(e) The Company shall use its commercially reasonable efforts to consummate the Exchange Offer within 365 days after the Closing Date (i