Common use of Exchange and Transfer of the Global Notes and the Certificated Notes Clause in Contracts

Exchange and Transfer of the Global Notes and the Certificated Notes. The Global Notes shall be in the principal amount from time to time endorsed thereon. The Registrar shall cause CDS to establish on its book-entry Clearing System an account in the name of the Registrar, as registrar and transfer agent for the Notes (the “Registrar Segregated Account”), for the purpose of facilitating the initial distribution of Notes in accordance with procedures previously agreed to by the Issuer, the Registrar and CDS and for the purpose of facilitating the subsequent transfer of Notes between CDS participants (including Euroclear and Clearstream, Luxembourg and participants through their respective Canadian sub-custodians). The Registrar Segregated Account is maintained exclusively for book-keeping purposes and for purposes of facilitating timely transfers of Notes, and the Registrar shall not be deemed the owner or holder of the Notes recorded therein for any purpose under this Agreement or under the terms of the Notes. The Issuer acknowledges and agrees that the Registrar Segregated Account will be subject to the agreements, rules and procedures from time to time governing CDS participant accounts (collectively, the “CDS Agreements”).