Common use of Exchanges of Notes Clause in Contracts

Exchanges of Notes. (a) Subject to Section 3.2 and Section 3.7, Notes in any authorized form or denomination, other than Notes represented by a Global Certificate, may be exchanged, upon reasonable notice, for Notes in any other authorized form or denomination. To the extent any Note tendered for exchange bears the restricted legend provided for in Section 2.6(e), subject to the following sentence, any Note issued in exchange therefor shall bear such legend. Any Note evidenced by definitive certificates bearing the legends set forth in Section 2.6(e) herein may be exchanged by the holder thereof for beneficial interests represented by a Global Certificate if the holder of such Notes delivers a certificate substantially in the form of Schedule B.2 to this Indenture and, if requested by the Trustees or the Issuer, an opinion of counsel in a form reasonably satisfactory to the Trustees or the Issuer, as applicable, following which the beneficial interests in such Notes shall be registered in, and transfers and pledges of such Notes shall be made through, the book-based system in accordance with Section 2.5 of this Indenture. (b) In respect of exchanges of Notes permitted by Section 3.6(a), Notes may be exchanged only at the principal office of the Canadian Trustee in the City of Montreal, Québec or at such other place or places and at such other place or places as may from time to time be designated by the Issuer with the approval of the Trustees. Any Notes tendered for exchange shall be surrendered to the Trustees. The Issuer shall execute and the Trustees shall certify all Notes necessary to carry out exchanges as aforesaid. All Notes surrendered for exchange shall be cancelled. (c) Notes issued in exchange for Notes which at the time of such issue have been selected or called for redemption at a later date shall be deemed to have been selected or called for redemption in the same manner and shall have noted thereon a statement to that effect, provided that: (i) Notes which have been selected or called for redemption may not be exchanged for Notes of larger denominations; and (ii) if a Note that has been selected or called for redemption in part is presented for exchange for Notes of smaller denominations, the Trustees shall designate, as they may deem equitable, particular Notes of those issued in exchange, which shall be deemed to have been selected or called for redemption, in whole or in part, and the Trustees shall note on such Notes a statement to that effect.