Common use of Exchange Procedure Clause in Contracts

Exchange Procedure. (a) In order to effect the exchange of Exchangeable LP Units for Fund Units pursuant to this Agreement, an Exchangeable LP Unitholder shall deliver to Holding GP, in its capacity as general partner of Extendicare Holding Partnership, a duly completed and executed Exchange Notice together with certificates representing the Exchangeable LP Units being exchanged, duly endorsed in blank for transfer, whereupon Holding GP will deliver a copy of such Exchange Notice to Extendicare Trust and the Fund. (b) Upon the exercise of the Exchange Right in accordance with Section 2.5(a), the exchange shall be effected as follows: (i) upon receipt of a copy of an Exchange Notice from Holding GP, Extendicare Trust will forthwith subscribe for the Applicable Number of Fund Units at a subscription amount per Fund Unit equal to the Market Price of a Fund Unit and shall satisfy the subscription amount therefor by issuing to the Fund that number of Trust Units equal to the number of Exchangeable LP Units being exchanged as specified in the Exchange Notice. Upon receipt of such Trust Units, the Fund will forthwith issue and deliver to Extendicare Trust the Applicable Number of Fund Units for the Exchangeable LP Units being exchanged as specified in the Exchange Notice and cancel that number of Special Voting Units in the name of the Exchangeable LP Unitholder who issued the Exchange Notice equal to the number of Exchangeable LP Units being exchanged and revise the Fund’s register of holders of Special Voting Units to reflect such cancellation; (ii) Extendicare Trust will immediately deliver or cause to be delivered to Holding GP the Fund Units acquired pursuant to Section 2.5(b)(i), duly endorsed in blank for transfer, and Holding GP will immediately cause to be issued in the name of Extendicare Trust certificates representing such number of Class A Units equal to the number of Exchangeable LP Units being exchanged and will enter Extendicare Trust in Extendicare Holding Partnership’s register of limited partners in respect of the Class A Units being issued to Extendicare Trust; (iii) Holding GP will immediately effect the exchange by (A) transferring to the Exchangeable LP Unitholder that number of Fund Units to be received on the exchange, and (B) delivering to the Exchangeable LP Unitholder the cheque of Extendicare Holding Partnership for the Distribution Amount, and (C) causing such exchanged Exchangeable LP Units to be cancelled and by making the corresponding entries to reflect the cancellation of the Exchangeable LP Units; and (iv) upon the surrender of certificates representing more Exchangeable LP Units than the number of such securities to be exchanged, Holding GP will forthwith cause to be issued in the name of the holder thereof, without expense to such holder, new certificates representing the Exchangeable LP Units not being exchanged at that time.

Exchange Procedure. (a) In order To exchange a Physical Note, a Holder must (1) complete and manually sign the Notice of Exchange on the back of the Note, or facsimile of such Notice of Exchange, and deliver such Notice of Exchange to effect the exchange of Exchangeable LP Units for Fund Units Exchange Agent, which shall become irrevocable upon receipt by the Exchange Agent, (2) surrender the Note to the Exchange Agent, (3) furnish appropriate endorsements and transfer documents if required by the Note Registrar or the Exchange Agent, (4) pay an amount equal to the interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 12.03(c) and (5) pay all transfer or similar taxes, if required pursuant to this Agreement, an Exchangeable LP Unitholder shall deliver Section 12.05. Anything herein to Holding GPthe contrary notwithstanding, in its capacity as general partner the case of Extendicare Holding PartnershipGlobal Notes, a duly completed Notices of Exchange may be delivered and executed Exchange Notice together such Notes may be surrendered for exchange in accordance with certificates representing the Exchangeable LP Units being exchangedclauses (3), duly endorsed in blank for transfer, whereupon Holding GP will deliver a copy (4) and (5) of such Exchange Notice to Extendicare Trust this Section 12.03(a) and the FundApplicable Procedures as in effect from time to time. The date on which the Holder satisfies all the applicable requirements set forth in this Section 12.03(a) is the “Exchange Date.” (b) Upon Each exchange shall be deemed to have been effected as to any Notes surrendered for exchange on the exercise Exchange Date, the person in whose name the shares of Common Stock shall be issuable upon exchange shall be deemed to be the holder of record of such Common Stock as of the close of business on such Exchange Right Date, and the Company shall deliver the consideration due in respect of any exchange on the third Business Day immediately following the relevant Exchange Date; provided, however, that no surrender of a Note on any Exchange Date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon exchange as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open. Upon exchange of a Note, such person shall no longer be the Holder of such Note and (i) such Note will cease to be Outstanding, (ii) interest will cease to accrue on such Note and (iii) all other rights of such person in respect of such Note will terminate (other than the right to receive the consideration due upon exchange of such Note). Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon exchange of a Note prior to the issuance of such shares. A Holder that has delivered a Fundamental Change Repurchase Notice pursuant to Section 14.01 with respect to a Note may not surrender such Note for exchange until such Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with Section 2.5(a14.01. (c) Holders of Notes surrendered for exchange (in whole or in part) during the period from the close of business on any Regular Record Date to the open of business on the next succeeding Interest Payment Date will receive the semiannual interest payable on the principal amount of such Notes being surrendered for exchange on the corresponding Interest Payment Date notwithstanding the exchange. Upon surrender of any such Notes for exchange, such Notes shall also be accompanied by payment in funds to the Exchange Agent acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date (but excluding any overdue interest on the principal amount of such Note so exchanged if any overdue interest exists at the time such Holder surrenders such Note for exchange); provided, the exchange shall however, that no such payment need be effected as follows: made (i) upon receipt of if the Company has specified a copy of an Exchange Notice from Holding GP, Extendicare Trust will forthwith subscribe for the Applicable Number of Fund Units at a subscription amount per Fund Unit equal Fundamental Change Repurchase Date that is after such Regular Record Date and on or prior to the Market Price of a Fund Unit and shall satisfy the subscription amount therefor by issuing to the Fund that number of Trust Units equal to the number of Exchangeable LP Units being exchanged as specified in the Exchange Notice. Upon receipt of such Trust Unitsnext succeeding Interest Payment Date, the Fund will forthwith issue and deliver to Extendicare Trust the Applicable Number of Fund Units for the Exchangeable LP Units being exchanged as specified in the Exchange Notice and cancel that number of Special Voting Units in the name of the Exchangeable LP Unitholder who issued the Exchange Notice equal to the number of Exchangeable LP Units being exchanged and revise the Fund’s register of holders of Special Voting Units to reflect such cancellation; or (ii) Extendicare Trust will immediately deliver or cause to be delivered to Holding GP if exchange occurs after the Fund Units acquired pursuant to Section 2.5(b)(i), duly endorsed in blank for transfer, and Holding GP will immediately cause to be issued in the name of Extendicare Trust certificates representing such number of Class A Units equal last Regular Record Date prior to the number of Exchangeable LP Units being exchanged and will enter Extendicare Trust in Extendicare Holding Partnership’s register of limited partners in respect of the Class A Units being issued to Extendicare Trust; (iii) Holding GP will immediately effect the exchange by (A) transferring to the Exchangeable LP Unitholder that number of Fund Units to be received on the exchange, and (B) delivering to the Exchangeable LP Unitholder the cheque of Extendicare Holding Partnership for the Distribution Amount, and (C) causing such exchanged Exchangeable LP Units to be cancelled and by making the corresponding entries to reflect the cancellation of the Exchangeable LP Units; and (iv) upon the surrender of certificates representing more Exchangeable LP Units than the number of such securities to be exchanged, Holding GP will forthwith cause to be issued in the name of the holder thereof, without expense to such holder, new certificates representing the Exchangeable LP Units not being exchanged at that timeMaturity Date.

Exchange Procedure. (a) In order to effect exercise the exchange of Exchangeable LP Units for Fund Units pursuant to this Agreement, an Exchangeable LP Unitholder shall deliver to Holding GP, in its capacity as general partner of Extendicare Holding PartnershipExchange Right, a duly completed Preferred Unitholder must deliver a notice (the “Exchange Notice”) to the Manager, the Trust and executed Exchange Notice the Fund, together with certificates representing the Exchangeable LP Preferred Units comprising the Preferred Units being exchanged, duly endorsed in blank for transfer, whereupon Holding GP will deliver which specifies that such Preferred Unitholder desires to have the Trust exchange all or a copy specified number of Preferred Units which are, at that time, owned by such holder (such number of Preferred Units as are specified in the Exchange Notice shall hereafter be referred to Extendicare Trust and as the Fund“Subject Units”). (b) Upon the exercise of the Exchange Right in accordance with Section 2.5(a2.4(a), the exchange shall be effected as follows: (i) upon A. on the date of receipt of a copy of an Exchange Notice from Holding GP(the “Exchange Date”), Extendicare the Trust will forthwith subscribe to the Fund for the Applicable Number of Fund Units at a subscription amount per Fund Unit equal to the Market Price of a Fund Unit and shall satisfy the subscription amount therefor by issuing promising to pay to the Fund that number of Trust Units an amount for each Fund Unit being subscribed for equal to the number of Exchangeable LP Units being exchanged “Exchange Right Net Asset Value per Fund Unit” (as specified such term is defined in the Trust Indenture)(the “Subscription Price”) on the Exchange NoticeDate. The Trust shall deliver a duly executed Series 1 Note payable to the order of the Fund in an amount equal to the Subscription Price. Upon receipt of such Trust UnitsSeries 1 Note, the Fund will forthwith issue and deliver to Extendicare the Trust the Applicable Number of Fund Units for the Exchangeable LP Subject Units being exchanged as specified in the Exchange Notice and registered in the name or in such names as specified in the Exchange Notice and the Trust shall cancel that number of Special Voting Preferred Units in the name of the Exchangeable LP Preferred Unitholder who issued the Exchange Notice equal to the number of Exchangeable LP Units being exchanged and Subject Units, revise the Fund’s register of holders of Special Voting Preferred Units to reflect such cancellation; (ii) Extendicare Trust will immediately cancellation and deliver or cause to be delivered to Holding GP the Fund Units acquired pursuant to Section 2.5(b)(i), duly endorsed in blank for transfer, and Holding GP will immediately cause to be issued in the name of Extendicare Trust certificates representing such number of Class A Units equal to the number of Exchangeable LP Units being exchanged and will enter Extendicare Trust in Extendicare Holding Partnership’s register of limited partners in respect of the Class A Units being issued to Extendicare Trust; (iii) Holding GP will immediately effect the exchange by (A) transferring to the Exchangeable LP Unitholder that number of Fund Units to be received on the exchange, and (B) delivering to Preferred Unitholder who issued the Exchangeable LP Unitholder the cheque of Extendicare Holding Partnership for the Distribution Amount, and (C) causing such exchanged Exchangeable LP Units to be cancelled and by making the corresponding entries to reflect the cancellation of the Exchangeable LP UnitsExchange Notice; and (iv) B. upon the surrender of certificates representing more Exchangeable LP Preferred Units than the number of such securities to be exchanged, Holding GP the Trust will forthwith cause to be issued in the name of the holder thereof, without expense to such holder, new certificates representing the Exchangeable LP Preferred Units not being exchanged at that time. (c) If the Fund Units on the applicable Exchange Date are held in the book-entry only system administered by CDS, no certificates for Fund Units will be issued pursuant to the exercise of the Exchange Right and the Fund Units issuable on such exercise will be registered in the name of CDS or its nominee and registered on the books of CDS for the benefit of the Preferred Unitholder exercising the Exchange Right through a CDS Participant selected by such Preferred Unitholder.

Exchange Procedure. (a) In order to effect As soon as reasonably practicable and in any event by the exchange Holder Exchange Date (and no earlier than sixty-one calendar days following the date of Exchangeable LP Units for Fund Units pursuant to this Agreement, an Exchangeable LP Unitholder shall deliver to Holding GP, in its capacity as general partner of Extendicare Holding Partnership, a duly completed and executed the Holder Exchange Notice together with certificates representing in the Exchangeable LP Units being exchanged, duly endorsed in blank for transfer, whereupon Holding GP will deliver a copy event of such Exchanged Preferred Shares that are subject to the Rights Plan Exchange Notice to Extendicare Trust and the Fund. (b) Upon the exercise of the Exchange Right in accordance with Section 2.5(a), the exchange shall be effected as follows:Cap): (i) upon receipt of a copy in the case of an Exchange Notice from Holding GPexchange by the Engaged Capital Investors, Extendicare Trust will forthwith subscribe for a senior officer of the Applicable Number of Fund Units at a subscription amount per Fund Unit equal Parent shall certify that the Parent has made reasonable inquiries to verify that, and to the Market Price best of a Fund Unit and shall satisfy the subscription amount therefor by issuing to the Fund that number of Trust Units equal to the number of Exchangeable LP Units being exchanged as specified in the Exchange Notice. Upon receipt of such Trust UnitsParent's knowledge it is accurate that, the Fund will forthwith issue and deliver PIFs required by the TSX to Extendicare Trust be filed by the Applicable Number of Fund Units for Engaged Capital Investors in connection with the Exchangeable LP Units being exchanged as specified in transactions contemplated by the Exchange Notice and cancel that number of Special Voting Units in Subscription Agreement have been cleared by the name of the Exchangeable LP Unitholder who issued the Exchange Notice equal to the number of Exchangeable LP Units being exchanged and revise the Fund’s register of holders of Special Voting Units to reflect such cancellationTSX; (ii) Extendicare Trust will immediately the Parent shall issue and deliver to the Holder the Exchange Common Shares due upon exchange of the Exchanged Preferred Shares in exchange therefor; (iii) if a fraction of a Common Share would otherwise be due on exchange of one or more Exchanged Preferred Shares, the Parent shall pay to the Holder an amount in cash (computed to the nearest cent) or round up to the nearest whole Common Share, determined in accordance with Section 10 of the Series B-1 Preferred Shares Terms and the Series B-2 Preferred Shares Terms, as applicable, on the Business Day next preceding the Holder Exchange Date; (iv) with respect to each of the Series B-1 Preferred Shares and the Series B-2 Preferred Shares subject to the Holder Exchange Right, if the amount of Accumulated Cash Dividends in respect of the Exchanged Preferred Shares is greater than zero, the Parent shall pay or cause the Issuer to pay an amount in cash equal to the Accumulated Cash Dividends; and (v) if less than all the Series B-1 Preferred Shares or Series B-2 Preferred Shares represented by a certificate or certificates are to be exchanged, the Parent shall cause to be delivered to Holding GP the Fund Units acquired pursuant to Section 2.5(b)(i)Holder, duly endorsed in blank for transfer, and Holding GP will immediately cause to be issued in at the name of Extendicare Trust certificates representing such number of Class A Units equal to the number of Exchangeable LP Units being exchanged and will enter Extendicare Trust in Extendicare Holding Partnership’s register of limited partners in respect expense of the Class A Units being issued to Extendicare Trust; (iii) Holding GP will immediately effect Parent, a new certificate representing the exchange Series B-1 Preferred Shares or Series B-2 Preferred Shares, as applicable, represented by (A) transferring to the Exchangeable LP Unitholder surrendered certificate or certificates that number of Fund Units to be received on the exchange, and (B) delivering to the Exchangeable LP Unitholder the cheque of Extendicare Holding Partnership for the Distribution Amount, and (C) causing such exchanged Exchangeable LP Units to be cancelled and by making the corresponding entries to reflect the cancellation of the Exchangeable LP Units; and (iv) upon the surrender of certificates representing more Exchangeable LP Units than the number of such securities are not to be exchanged, Holding GP will forthwith cause to be issued in the name of the holder thereof, without expense to such holder, new certificates representing the Exchangeable LP Units not being exchanged at that time.

Exchange Procedure. (a) In order to effect the exchange of Exchangeable Class B LP Units for Fund Units pursuant to this Agreement, an Exchangeable LP Unitholder the Holder exercising its Exchange Right shall deliver to Holding GPthe Fund, in its capacity as general partner the Trust and the GP (on behalf of Extendicare Holding Partnership, the LP) a duly completed and executed Exchange Notice together with certificates representing the Exchangeable Class B LP Units being exchanged, duly endorsed in blank for transfer, whereupon Holding GP will deliver a copy of such Exchange Notice to Extendicare Trust exchanged and the Fundspecial voting units of the Fund attached thereto. (b) Upon the exercise of the Exchange Right in accordance with Section 2.5(a), the exchange shall be effected as follows: (i) upon receipt of a copy of an Exchange Notice from Holding GPNotice, Extendicare the Trust will forthwith subscribe issue and deliver to the Fund for each Class B LP Unit being exchanged a combination of Trust Units and Series 1 Trust Notes having an aggregate value equal to the product of (A) the Current Market Price of a Unit, and (B) the Applicable Number of Fund Units at a subscription amount per Fund Unit equal to for the Market Price of a Fund Unit and shall satisfy the subscription amount therefor by issuing to the Fund that number of Trust Units equal to the number of Exchangeable Class B LP Units being exchanged as specified in the Exchange Notice. Upon ; the relative number of Trust Units and principal amount of Series 1 Trust Notes will be determined by the Trust Trustees by notice in writing to the Fund within three Business Days of the Trust receiving a copy of the Exchange Notice as aforesaid; (ii) upon receipt of such Trust UnitsUnits and Series 1 Trust Notes, the Fund will forthwith issue and deliver to Extendicare the Trust the Applicable Number of Fund Units for the Exchangeable Class B LP Units being exchanged as specified in the Exchange Notice and cancel that number of Special Voting Units in the name of the Exchangeable LP Unitholder who issued the Exchange Notice equal to the number of Exchangeable LP Units being exchanged and revise the Fund’s register of holders of Special Voting Units to reflect such cancellationNotice; (iiiii) Extendicare the Trust will immediately deliver or cause to be delivered to Holding GP the Fund LP the Units acquired pursuant to Section 2.5(b)(i2.5(b)(ii), duly endorsed in blank for transfertransfer in consideration for the number of Class A LP Units, and Holding GP having a value equivalent to those Units, determined by the GP; (iv) the Exchange will immediately cause be effected by the GP, on behalf of the LP by causing to be (A) delivered to the applicable Holder the Units acquired pursuant to Section 2.5(b)(iii) and (B) issued in the name of Extendicare Trust the Trust, certificates representing such number of Class A LP Units equal to the number Applicable Number of Exchangeable Units. The LP will be deemed to have repurchased the Class B LP Units being exchanged for cancellation in consideration for the transfer of such Units and the Holder who exercised the Exchange Right will be deemed to have transferred all of such Holder's right, title and interest in and to the Class B LP Units subject to the Exchange. The GP, as general partner of the LP, shall cause the exchanged Class B LP Units to be cancelled and enter Extendicare the Trust in Extendicare Holding Partnership’s the LP's register of limited partners in respect of the Class A LP Units being issued to Extendicare Trust; the Trust (iii) Holding GP will immediately effect the exchange by (A) transferring to the Exchangeable LP Unitholder that number of Fund Units to be received on the exchange, and (B) delivering to the Exchangeable LP Unitholder the cheque of Extendicare Holding Partnership for the Distribution Amount, and (C) causing such exchanged Exchangeable LP Units to be cancelled and by making the corresponding entries to reflect the cancellation Exchange of the Exchangeable Class B LP Units); and (ivv) upon the surrender of certificates representing more Exchangeable Class B LP Units than the number of such securities to be exchanged, Holding GP the Holder thereof will forthwith cause be entitled to be issued in receive from the name of the holder thereofLP forthwith, without expense to such holderHolder, a new certificates certificate representing the Exchangeable Class B LP Units not being exchanged at that time. (c) For so long as Units are held in the book-entry system administered by CDS, the Fund may elect not to issue certificates for Units pursuant to the exercise of the Exchange Right and, if the Fund so elects, the Units issuable on such exercise will be registered in the name of CDS or its nominee and registered on the books of CDS for the benefit of the Holder exercising the Exchange Right through a CDS Participant selected by such Holder.

Exchange Procedure. (a) In order If the Unregistered Securities are held through DTC's book-entry system, DTC shall receive, from each DTC participant, electronic notice of a Holder's request to effect exchange the Unregistered Securities for the Exchange Securities and this notice shall be conclusive evidence of a request for exchange and shall take the place of Exchangeable LP Units for Fund Units pursuant to this Agreement, an Exchangeable LP Unitholder shall deliver to Holding GP, in its capacity as general partner the receipt of Extendicare Holding Partnership, a duly completed and executed Exchange Notice together with certificates representing the Exchangeable LP Units being exchanged, duly endorsed in blank for transfer, whereupon Holding GP will deliver a copy original Letters of such Exchange Notice to Extendicare Trust Transmittal and the FundUnregistered Securities. At the time of receipt of a DTC electronic notice, the Unregistered Securities shall be considered properly presented for exchange. (b) Upon If the exercise Unregistered Securities are held other than through DTC, the Exchange Agent shall verify receipt of the Unregistered Securities, receive executed Letters of Transmittal and shall examine the executed Letters of Transmittal and the other documents delivered or mailed to the Exchange Agent to ascertain whether they appear to be properly completed and executed in accordance with the instructions set forth in the Letter of Transmittal. Unregistered Securities shall be considered properly presented to the Exchange Agent if (i) presented prior to the Expiration Date in the manner described in (a) or (b), above and in accordance with the instructions set forth in the Letter of Transmittal; (ii) the adequacy of the items and documents relating to the Letter of Transmittal therefor has been favorably passed upon by the Company as provided below; and (iii) such tenders of Unregistered Securities are not withdrawn in accordance with the terms of the Exchange Right Offer; provided that the Unregistered Securities must be received within three (3) New York Stock Exchange trading days after the Expiration Date if tender of such Unregistered Securities is made pursuant to the Guaranteed Delivery Procedures contained in accordance with Section 2.5(athe Prospectus. In the event any Letter of Transmittal or other document has been improperly completed or executed or is not in proper form for presentation (as required by the instructions stated in the Letter of Transmittal), or if some other irregularity in connection with the presentation of any of the Unregistered Securities exists, the Exchange Agent shall consult with an Authorized Representative (as defined in Section 6 hereof) as to proper action to take to correct such irregularity, except that no such consultation shall be necessary with respect to any such irregularity that is of a routine nature and that is cured by the appropriate party delivering to the Exchange Agent the items necessary for cure pursuant to the Exchange Agent's instructions. The Exchange Agent is authorized, and hereby agrees, to waive any irregularity in connection with the presentation of any of the Unregistered Securities by any Holder with the written approval of an Authorized Representative. Determination of all questions as to any irregularity or the proper documents shall be made in writing by an Authorized Representative, and such determination shall be final and binding. Notwithstanding anything to the contrary herein, no Unregistered Security may be accepted for exchange until the Company shall have given the Exchange Agent written notice of its acceptance for exchange of such Unregistered Security. (c) If the exchange procedure described in clauses (a) or (b) above, has been completed, the Exchange Agent shall request the Company to accept such Unregistered Securities for exchange and to issue the Exchange Securities to which such Holder is entitled. Such request shall be effected as follows:substantially in the form of Exhibit A hereto. --------- (d) The Company, upon receipt of the request described in the immediately preceding clause (c) from the Exchange Agent, shall (i) upon receipt of a copy of an Exchange Notice from Holding GP, Extendicare Trust will forthwith subscribe for the Applicable Number of Fund Units at a subscription amount per Fund Unit equal provide written notice to the Market Price Exchange Agent of a Fund Unit the Company's acceptance of such Unregistered Securities for exchange and shall satisfy (ii) issue the subscription amount therefor by issuing Exchange Securities to which such Holder is entitled and deliver the same to the Fund that number of Trust Units equal Trustee (as such term is defined in the Prospectus) for authentication. The Chase Manhattan Bank, acting in its capacity as Trustee under the Indenture, shall promptly authenticate such Exchange Securities and deliver such authenticated Exchange Securities to the number of Exchangeable LP Units being exchanged as specified party indicated in the DTC electronic notice or in the Letter of Transmittal, at the Company's cost and risk. (e) All Exchange Notice. Upon receipt Securities distributed pursuant hereto shall be either personally delivered or forwarded by first-class mail, postage prepaid, unless otherwise directed, and the Company shall bear all cost and risk of such Trust Units, the Fund will forthwith issue delivery. (f) The Exchange Agent may (but shall have no obligation to) take any and deliver to Extendicare Trust the Applicable Number of Fund Units for the Exchangeable LP Units being exchanged all other actions it deems necessary or appropriate as specified in the Exchange Notice Agent in connection with the Exchange Offer and cancel under the customs and practices normally applied to such transactions and arrangements; provided however, that number of Special Voting Units it is understood and agreed that the Exchange Agent shall have no duty or obligation hereunder or under the Exchange Offer in its capacity as Exchange Agent except for those specifically set forth herein. (g) Notwithstanding anything to the contrary aforesaid, with respect to Unregistered Securities and Exchange Securities in global form registered in the name of a nominee of DTC, the Exchangeable LP Unitholder who issued Company and the Exchange Notice equal Agent shall be deemed to have satisfied the number foregoing exchange procedures by complying with the terms and provisions of Exchangeable LP Units being exchanged and revise the Fund’s register ATOP, together with any related procedures of holders of Special Voting Units to reflect such cancellation; (ii) Extendicare Trust will immediately deliver or cause to be delivered to Holding GP the Fund Units acquired pursuant to Section 2.5(b)(i), duly endorsed in blank for transfer, and Holding GP will immediately cause to be issued in the name of Extendicare Trust certificates representing such number of Class A Units equal to the number of Exchangeable LP Units being exchanged and will enter Extendicare Trust in Extendicare Holding Partnership’s register of limited partners in respect of the Class A Units being issued to Extendicare Trust; (iii) Holding GP will immediately effect the exchange by (A) transferring to the Exchangeable LP Unitholder that number of Fund Units to be received on the exchange, and (B) delivering to the Exchangeable LP Unitholder the cheque of Extendicare Holding Partnership for the Distribution Amount, and (C) causing such exchanged Exchangeable LP Units to be cancelled and by making the corresponding entries to reflect the cancellation of the Exchangeable LP Units; and (iv) upon the surrender of certificates representing more Exchangeable LP Units than the number of such securities to be exchanged, Holding GP will forthwith cause to be issued in the name of the holder thereof, without expense to such holder, new certificates representing the Exchangeable LP Units not being exchanged at that timeDTC.

Exchange Procedure. (a) In order If any Tranche A Noteholder or Tranche C Noteholder desires to effect the exchange of Exchangeable LP Units any Tranche A Note or Tranche C Note for Fund Units Parent Common Stock pursuant to this AgreementSECTION 3.01(A) or SECTION 3.02(A) hereof, an Exchangeable LP Unitholder the holder of such Tranche A Note or Tranche C Note shall deliver an irrevocable written notice to Holding GPthe Company that the holder elects so to exchange such Tranche A Note or Tranche C Note in accordance with the terms of SECTION 3.01(A) or SECTION 3.02(A) hereof, and specifying the name or names (with address) in its capacity as general partner of Extendicare Holding Partnership, which a duly completed and executed Exchange Notice together with certificate or certificates representing the Exchangeable LP Units being exchanged, duly endorsed in blank for transfer, whereupon Holding GP will deliver a copy of such Exchange Notice Parent Common Stock are to Extendicare Trust and the Fundbe issued. (b) Upon If the exercise Company elects pursuant to SECTION 3.01(B) or Section 3.02(B) hereof to exchange the outstanding principal amount of the Tranche A Notes or Tranche C Notes for Parent Common Stock, the Company shall, within 30 days after the Tranche A Special Exchange Right Event or Tranche C Special Exchange Event with respect to which such election is made, send notice (or cause notice to be sent) by first class mail, postage prepaid, to each holder of record of the Tranche A Notes or the Tranche C Notes, as applicable, at such holder's address as specified pursuant to the Note Agreement. Each such notice of exchange shall specify the date such exchange was effected, the Tranche A Exchange Price or Tranche C Exchange Price, the Exchange Rate (as defined in accordance with Section 2.5(aSECTION 3.04), and that on and after such exchange date, interest will cease to accrue on such outstanding principal amount of the exchange shall be effected as follows:Tranche A Notes and Tranche C Notes being so exchanged. (ic) upon receipt of a copy of an Exchange Notice from Holding GPThe Company will, Extendicare Trust will forthwith subscribe for the Applicable Number of Fund Units at a subscription amount per Fund Unit equal to the Market Price of a Fund Unit and shall satisfy the subscription amount therefor by issuing to the Fund that number of Trust Units equal to the number of Exchangeable LP Units being exchanged as soon as practicable after such written notice specified in the Exchange Notice. Upon receipt of such Trust UnitsSECTION 3.03(A) or (B) hereof and compliance with any other conditions herein contained, the Fund will forthwith issue and deliver to Extendicare Trust the Applicable Number of Fund Units for the Exchangeable LP Units being exchanged as specified in the Exchange Notice and cancel that number of Special Voting Units in the name of the Exchangeable LP Unitholder who issued the Exchange Notice equal to the number of Exchangeable LP Units being exchanged and revise the Fund’s register of holders of Special Voting Units to reflect such cancellation; (ii) Extendicare Trust will immediately deliver or cause to be delivered to Holding GP the Fund Units acquired pursuant to Section 2.5(b)(i)delivered, duly endorsed in blank for transfer, and Holding GP will immediately cause to be issued in the name of Extendicare Trust certificates representing such number of Class A Units equal to the number holder of Exchangeable LP Units being exchanged record of each Tranche A Note and will enter Extendicare Trust in Extendicare Holding Partnership’s register of limited partners in respect of the Class A Units being issued to Extendicare Trust; (iii) Holding GP will immediately effect the exchange by (A) transferring to the Exchangeable LP Unitholder that number of Fund Units to be received on the exchange, and (B) delivering to the Exchangeable LP Unitholder the cheque of Extendicare Holding Partnership for the Distribution Amount, and (C) causing such exchanged Exchangeable LP Units to be cancelled and by making the corresponding entries to reflect the cancellation of the Exchangeable LP Units; and (iv) upon the surrender of certificates representing more Exchangeable LP Units than the number of such securities Tranche C Note to be exchanged, Holding GP will forthwith cause certificates for the number of full shares of Parent Common Stock to which such Person shall be issued entitled upon exchange as aforesaid and a cash adjustment for any fraction of a share of Parent Common Stock as provided in SECTION 3.05. In the name case of an exchange of a Tranche A Note or a Tranche C Note pursuant to SECTION 3.01(A) or SECTION 3.02(A) hereof, such exchange shall be deemed to have been made as of the date of the written notice delivered pursuant to SECTION 3.01(A) or SECTION 3.02(A) hereof, and the Person entitled to receive the Parent Common Stock deliverable upon exchange of such Tranche A Note or Tranche C Note shall be treated for all purposes as the record holder of such Parent Common Stock on and after such date of notice. (d) Upon the exchange of all or a portion of the outstanding principal amount of a Tranche A Note or a Tranche C Note for Parent Common Stock in accordance with this Agreement, the amount of the outstanding principal of such Tranche A Note and the Tranche A Commitment of the holder thereofof such Tranche A Note and the amount of the outstanding principal of such Tranche C Note and the Tranche C Commitment of the holder of such Tranche C Note, without expense to as applicable, shall each be automatically reduced by the principal amount of such holder, new certificates representing the Exchangeable LP Units not being exchanged at that timeTranche A Note or Tranche C Note so exchanged.

Exchange Procedure. (a) At least 90 days prior to the consummation of a Qualified IPO, the Issuers will send a written notice to each Note Holder (a “Qualified IPO Notice”) advising that a Qualified IPO is contemplated. The Qualified IPO Notice shall contain such instructions and materials as may be appropriate in order to enable the Note Holders to exchange their Notes pursuant to the Optional Exchange. The Qualified IPO Notice shall state: (i) that the Optional Exchange is being made pursuant to this Section 5.2 and that all Notes (or any portion thereof) properly exchanged by such Note Holder on or prior to the IPO Closing Date will be accepted for exchange; (ii) the estimated IPO Unit Price, which shall be based on facts and circumstances available at such time (and which shall be made without any representation or warranty as to the accuracy thereof but shall be estimated in good faith), a calculation showing the estimated exchange rate in accordance with Section 5.1 and the exchange date, which shall be the closing date of the Qualified IPO but shall be no less than 90 days and no more than 210 days following the Qualified IPO Notice (the “IPO Closing Date”); (iii) that the Note Holders must deliver an Exchange Election no later than 30 days after receipt of the Qualified IPO Notice and that the Exchange Election shall be irrevocable; provided that in the event that (x) the Issuers do not timely deliver a Qualified IPO Confirmatory Notice pursuant to Section 5.2(c) or (y) the IPO Closing Date does not occur on or prior to the 210th day after the date of the Qualified IPO Notice, any Note Holder who previously submitted an Exchange Election may at any time, at its option, send a written notice to the Issuer revoking such Note Holder’s previous Exchange Election, at which point such Note Holder shall be deemed not to have made an Exchange Election with respect to such Note Holder’s Notes and shall be entitled all accrued interest during the period the Notes were tendered for exchange; (iv) that Note Holders electing to have their Notes exchanged shall be required to surrender such Notes to the Issuer for exchange at least one Business Day prior to the IPO Closing Date and any Notes which are not so tendered will continue to accrue interest; and (v) that all Notes tendered or exchanged shall continue to accrue interest through and including the IPO Closing Date and all Notes accepted for exchange shall cease to accrue interest upon exchange of such Notes. (b) Within 30 days of the date of issuance of such Qualified IPO Notice, each Note Holder wishing to participate in the Optional Exchange in respect of its Notes is required to return to the Issuer of such Notes an irrevocable written notice of election for exchange (an “Exchange Election”) in respect of all or a portion of such Notes; provided that in the event that (x) the Issuers do not timely deliver a Qualified IPO Confirmatory Notice pursuant to Section 5.2(c) or (y) the IPO Closing Date does not occur on or prior to the 210th day after the date of the Qualified IPO Notice, any Note Holder who previously submitted an Exchange Election may at any time, at its option, send a written notice to the Issuer revoking such Note Holder’s previous Exchange Election, at which point such Note Holder shall be deemed not to have made an Exchange Election with respect to such Note Holder’s Notes and shall be entitled to all accrued interest during the period the Notes were tendered for exchange. In order the event (i) the IPO Closing Date does not occur on or prior to the 210th day after the date of the Qualified IPO Notice or (ii) the Qualified IPO Confirmatory Notice is not timely given, an Issuer may complete the exchange of Notes as to which Exchange Elections were previously made pursuant to this Section 5 only with the prior written consent of the Required Holders. (c) At least 5 business days but not more than 10 business days prior to the expected pricing of the offering, in the case of a Qualified IPO described in clauses (a) or (b) of the definition thereof, or the expected consummation of the applicable transaction or series of transactions, in the case of a Qualified IPO described in clause (c) of the definition thereof, the Issuers shall deliver to the Note Holders, a certificate (a “Qualified IPO Confirmatory Notice”) confirming such Issuer’s reasonable belief in good faith, based on facts and circumstances then existing, that the contemplated offering, transaction or series of transactions, as the case may be, will constitute a Qualified IPO pursuant to the applicable value or ownership threshold provided in clause (a), (b) or (c), as the case may be, of the definition thereof. (d) All Notes tendered for exchange shall continue to accrue interest through and including the IPO Closing Date until exchanged. Upon an exchange of the Notes for Exchange Securities pursuant to Section 5.1, each Note Holder shall surrender the Notes, duly endorsed, at the office of the Issuer and the Issuer shall, subject to Section 5.3, take such actions necessary to authorize and effect the issuance to such Note Holders of those Exchange Securities to which such Note Holders shall thereupon be entitled upon exchange. Each Note Holder agrees to execute and deliver such documentation as may be reasonably required to effect the exchange of Exchangeable LP Units for Fund Units pursuant Notes as to this Agreement, which an Exchangeable LP Unitholder shall deliver to Holding GP, in its capacity as general partner of Extendicare Holding Partnership, a duly completed and executed Exchange Notice together with certificates representing the Exchangeable LP Units being exchanged, duly endorsed in blank for transfer, whereupon Holding GP will deliver a copy of such Exchange Notice to Extendicare Trust and the FundElection has been made. (be) Upon To the exercise of extent a Note Holder exercises its rights to undertake the Optional Exchange, the Note Holder (or its designee) shall receive the Exchange Right in accordance with Section 2.5(a), Securities on the exchange IPO Closing Date. Any fractional Exchanged Securities which the Note Holder (or its designee) is entitled to shall be effected as follows: (i) upon receipt of a copy of an Exchange Notice from Holding GP, Extendicare Trust will forthwith subscribe for the Applicable Number of Fund Units at a subscription amount per Fund Unit equal to the Market Price of a Fund Unit and shall satisfy the subscription amount therefor by issuing to the Fund that number of Trust Units equal to the number of Exchangeable LP Units being exchanged as specified settled in the Exchange Notice. Upon receipt of such Trust Units, the Fund will forthwith issue and deliver to Extendicare Trust the Applicable Number of Fund Units for the Exchangeable LP Units being exchanged as specified in the Exchange Notice and cancel that number of Special Voting Units in the name of the Exchangeable LP Unitholder who issued the Exchange Notice equal to the number of Exchangeable LP Units being exchanged and revise the Fund’s register of holders of Special Voting Units to reflect such cancellation; (ii) Extendicare Trust will immediately deliver or cause to be delivered to Holding GP the Fund Units acquired pursuant to Section 2.5(b)(i), duly endorsed in blank for transfer, and Holding GP will immediately cause to be issued in the name of Extendicare Trust certificates representing such number of Class A Units equal to the number of Exchangeable LP Units being exchanged and will enter Extendicare Trust in Extendicare Holding Partnership’s register of limited partners in respect of the Class A Units being issued to Extendicare Trust; (iii) Holding GP will immediately effect the exchange by (A) transferring to the Exchangeable LP Unitholder that number of Fund Units to be received on the exchange, and (B) delivering to the Exchangeable LP Unitholder the cheque of Extendicare Holding Partnership for the Distribution Amount, and (C) causing such exchanged Exchangeable LP Units to be cancelled and by making the corresponding entries to reflect the cancellation of the Exchangeable LP Units; and (iv) upon the surrender of certificates representing more Exchangeable LP Units than the number of such securities to be exchanged, Holding GP will forthwith cause to be issued in the name of the holder thereof, without expense to such holder, new certificates representing the Exchangeable LP Units not being exchanged at that timecash.

Exchange Procedure. If Power Mount has elected to have an assay exchange for a particular Lot, the Parties shall exchange the results of their respective completed assays by registered mail on an agreed upon date which shall be no later than thirty-five (a35) In order days after the date of Power Mount's delivery of that Lot to effect the Facility, and the Parties shall confirm such assays by an exchange of facsimiles on the next Business Day. The Platinum, Palladium, and Rhodium assays in the samples shall be reported on a dry basis calculated to four significant figures following a minimum drying period of two (2) hours at a temperature of 120 to 125 degrees Celsius. The splitting limit with respect to Platinum and Palladium shall be [**] relative to the Platinum or Palladium content (as applicable) as assayed by Stillwater, and the splitting limit with respect to Rhodium shall be [**] relative to the Rhodium content as assayed by Stillwater. If the Parties' assays with respect to a particular Metal are within the applicable splitting limit, the Final Assay for such Metal contained in such Lot shall be calculated as the arithmetic mean of the Metal content in the two exchanged assays. If the Parties' assays for a particular Metal are not within the applicable splitting limit, the Parties shall cooperate in good faith to reach an agreement with respect to the final settlement figures. If such an agreement cannot be reached within two (2) Business Days after the exchange of Exchangeable LP Units the Parties' Results. Stillwater shall send the retained Sample Split for Fund Units pursuant that Lot to this Agreementan Umpire for independent analysis. The Umpire shall be selected from among the analysts listed on Appendix C on a rotating basis, an Exchangeable LP Unitholder sampled Lot by sampled Lot. The Umpire will provide its analysis (on a dry weight basis determined on a pulverized sample) of the Metal or Metals for which a final settlement figure was not reached by the Parties. The final settlement figures shall deliver to Holding GPthen be calculated based on a comparison of the assays of the individual Metal as assayed by each of the Parties (each, a "Party Result") and by the Umpire (the "Umpire Result"), in its capacity as general partner each case expressed in ▇▇▇▇ ounces per dry Short Ton calculated to four significant figures. If the Umpire Result is between the two Party Results, then the arithmetic mean of Extendicare Holding Partnership, a duly completed and executed Exchange Notice together with certificates representing the Exchangeable LP Units being exchanged, duly endorsed in blank for transfer, whereupon Holding GP will deliver a copy of such Exchange Notice to Extendicare Trust Umpire Result and the Fund. (b) Upon Party Result which is closer to the exercise Umpire Result will be the Final Assay for such Metal in such Lot. If the Umpire Result is higher than the higher of the Exchange Right two Party Results or lower than the lower of the two Party Results, then the Party Result which is closer to the Umpire Result will be the Final Assay for such Metal in accordance with Section 2.5(a)such Lot. For each Metal, the exchange shall Umpire's costs of analyzing the samples will be effected as follows: born (i) upon receipt of a copy of an Exchange Notice by the Party whose Party Result for such Metal is further from Holding GP, Extendicare Trust will forthwith subscribe the Umpire Result for the Applicable Number of Fund Units at a subscription amount per Fund Unit equal to the Market Price of a Fund Unit and shall satisfy the subscription amount therefor by issuing to the Fund that number of Trust Units equal to the number of Exchangeable LP Units being exchanged as specified in the Exchange Notice. Upon receipt of such Trust Units, the Fund will forthwith issue and deliver to Extendicare Trust the Applicable Number of Fund Units for the Exchangeable LP Units being exchanged as specified in the Exchange Notice and cancel that number of Special Voting Units in the name of the Exchangeable LP Unitholder who issued the Exchange Notice equal to the number of Exchangeable LP Units being exchanged and revise the Fund’s register of holders of Special Voting Units to reflect such cancellation; Metal or (ii) Extendicare Trust will immediately deliver or cause to be delivered to Holding GP if the Fund Units acquired pursuant to Section 2.5(b)(i), duly endorsed in blank Umpire Result for transfer, and Holding GP will immediately cause to be issued in such Metal is the name of Extendicare Trust certificates representing such number of Class A Units equal to the number of Exchangeable LP Units being exchanged and will enter Extendicare Trust in Extendicare Holding Partnership’s register of limited partners in respect exact arithmetic mean of the Class A Units being issued to Extendicare Trust; (iii) Holding GP will immediately effect the exchange two Party Results for such Metal, by (A) transferring to the Exchangeable LP Unitholder that number of Fund Units to be received on the exchange, and (B) delivering to the Exchangeable LP Unitholder the cheque of Extendicare Holding Partnership for the Distribution Amount, and (C) causing such exchanged Exchangeable LP Units to be cancelled and by making the corresponding entries to reflect the cancellation of the Exchangeable LP Units; and (iv) upon the surrender of certificates representing more Exchangeable LP Units than the number of such securities to be exchanged, Holding GP will forthwith cause to be issued in the name of the holder thereof, without expense to such holder, new certificates representing the Exchangeable LP Units not being exchanged at that timeboth Parties equally.

Exchange Procedure. (a) In order to effect As soon as reasonably practicable and in any event by the exchange Holder Exchange Date (and no earlier than sixty-one calendar days following the date of Exchangeable LP Units for Fund Units pursuant to this Agreement, an Exchangeable LP Unitholder shall deliver to Holding GP, in its capacity as general partner of Extendicare Holding Partnership, a duly completed and executed the Holder Exchange Notice together with certificates representing in the Exchangeable LP Units being exchanged, duly endorsed in blank for transfer, whereupon Holding GP will deliver a copy event of such Exchanged Preferred Shares that are subject to the Rights Plan Exchange Notice to Extendicare Trust and the Fund. (b) Upon the exercise of the Exchange Right in accordance with Section 2.5(a), the exchange shall be effected as follows:Cap): (i) upon receipt of a copy in the case of an Exchange Notice from Holding GPexchange by the Engaged Capital Investors, Extendicare Trust will forthwith subscribe for a senior officer of the Applicable Number of Fund Units at a subscription amount per Fund Unit equal Parent shall certify that the Parent has made reasonable inquiries to verify that, and to the Market Price best of a Fund Unit and shall satisfy the subscription amount therefor by issuing to the Fund that number of Trust Units equal to the number of Exchangeable LP Units being exchanged as specified in the Exchange Notice. Upon receipt of such Trust UnitsParent’s knowledge it is accurate that, the Fund will forthwith issue and deliver PIFs required by the TSX to Extendicare Trust be filed by the Applicable Number of Fund Units for Engaged Capital Investors in connection with the Exchangeable LP Units being exchanged as specified in transactions contemplated by the Exchange Notice and cancel that number of Special Voting Units in Subscription Agreement have been cleared by the name of the Exchangeable LP Unitholder who issued the Exchange Notice equal to the number of Exchangeable LP Units being exchanged and revise the Fund’s register of holders of Special Voting Units to reflect such cancellationTSX; (ii) Extendicare Trust will immediately the Parent shall issue and deliver to the Holder the Exchange Common Shares due upon exchange of the Exchanged Preferred Shares in exchange therefor; (iii) if a fraction of a Common Share would otherwise be due on exchange of one or more Exchanged Preferred Shares, the Parent shall pay to the Holder an amount in cash (computed to the nearest cent) or round up to the nearest whole Common Share, determined in accordance with Section 10 of the Series B-1 Preferred Shares Terms and the Series B-2 Preferred Shares Terms, as applicable, on the Business Day next preceding the Holder Exchange Date; (iv) with respect to each of the Series B-1 Preferred Shares and the Series B-2 Preferred Shares subject to the Holder Exchange Right, if the amount of Accumulated Cash Dividends in respect of the Exchanged Preferred Shares is greater than zero, the Parent shall pay or cause the Issuer to pay an amount in cash equal to the Accumulated Cash Dividends; and (v) if less than all the Series B-1 Preferred Shares or Series B-2 Preferred Shares represented by a certificate or certificates are to be exchanged, the Parent shall cause to be delivered to Holding GP the Fund Units acquired pursuant to Section 2.5(b)(i)Holder, duly endorsed in blank for transfer, and Holding GP will immediately cause to be issued in at the name of Extendicare Trust certificates representing such number of Class A Units equal to the number of Exchangeable LP Units being exchanged and will enter Extendicare Trust in Extendicare Holding Partnership’s register of limited partners in respect expense of the Class A Units being issued to Extendicare Trust; (iii) Holding GP will immediately effect Parent, a new certificate representing the exchange Series B-1 Preferred Shares or Series B-2 Preferred Shares, as applicable, represented by (A) transferring to the Exchangeable LP Unitholder surrendered certificate or certificates that number of Fund Units to be received on the exchange, and (B) delivering to the Exchangeable LP Unitholder the cheque of Extendicare Holding Partnership for the Distribution Amount, and (C) causing such exchanged Exchangeable LP Units to be cancelled and by making the corresponding entries to reflect the cancellation of the Exchangeable LP Units; and (iv) upon the surrender of certificates representing more Exchangeable LP Units than the number of such securities are not to be exchanged, Holding GP will forthwith cause to be issued in the name of the holder thereof, without expense to such holder, new certificates representing the Exchangeable LP Units not being exchanged at that time.