Common use of Registration, Transfers and Exchanges Clause in Contracts

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar shall not be required to make any exchange of Bonds if, as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchange. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for any such registration of transfer or exchange of Bonds in the normal course of business; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be overdue, and none of the Province, the Registrar, any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular Record Date (as defined in the Bonds) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province EDC for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanNew York, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of the Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond Xxxx at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province EDC and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province EDC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated the date of authentication, provided that neither gain nor loss of such dating shall not affect any interest shall result from such registration accrued and unpaid on the Bonds as at the date of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney-in-fact. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however EDC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoeversubject to the provisions of the Global Bond, whether or not such Bond be overdue, and none of the ProvinceEDC, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the any Regular Record Date (as defined in the Bonds) to the any Interest Payment Date (as defined in the Bonds) or Maturity Date (iias defined in the Bonds) or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province EDC for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanNew York, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of the Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province EDC and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province EDC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated the date of authentication, provided that neither gain nor loss of such dating shall not affect any interest shall result from such registration accrued and unpaid on the Bonds as at the date of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney-in-fact. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however EDC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoeversubject to the provisions of the Global Bond, whether or not such Bond be overdue, and none of the ProvinceEDC, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the any Regular Record Date (as defined in the Bonds) to the any Interest Payment Date (as defined in the Bonds) or Maturity Date (iias defined in the Bonds) or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The RegistrarFiscal Agent, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough borough of Manhattan, The the City and State of New York, York or at such other office reasonably satisfactory to the Province (the “Fiscal Agent’s Office”) a register or registers (hereinafter the “Register” or “Registers”) for the initial registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof6, upon surrender for registration of transfer of any Bond at said officethe Fiscal Agent’s Office, the Registrar Fiscal Agent shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to in accordance with the same terms and conditions as provisions of the Bond so surrenderedBonds. Subject to Section 6 hereof6, upon surrender of any Bond at said office the Fiscal Agent’s Office for exchange, exchange the Registrar Fiscal Agent shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) denomination or denominations and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar Fiscal Agent shall not be required to make any exchange of Bonds if, as a result thereof, the Province would may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar Fiscal Agent upon registration of transfer or in exchange for Bonds of other denominations shall be dated so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarFiscal Agent, which form shall be in accordance with the prevailing United States transfer regulations and practices and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d) The Registrar and any Additional Transfer Fiscal Agent shall not impose any service charge on the registered holder for any such registration of transfer or exchange of Bonds in other than reasonable fees for the normal course replacement of businesslost, stolen, mutilated, defaced or destroyed Bond certificates; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify In addition, owners of beneficial interests in the Registrar Bonds may incur fees payable in respect of the maintenance and any Additional Transfer Agent operation of the book-entry accounts in writing of any which such requirementinterests are held with the clearing systems. (e) The Province, Province and the Registrar Fiscal Agent shall deem and any Paying Agent or Additional Transfer Agent may treat the person in whose name any a Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be is overdue, and none of neither the Province, Province nor the Registrar, any Paying Agent or any Additional Transfer Fiscal Agent shall be affected by any notice to the contrary contrary. All payments to or on the order of the registered holder of any Bond are valid and any effectual to discharge the liability of the Province or the Fiscal Agent on such payment shall be a good and sufficient discharge Bond to the Province, extent of the Registrar and any Paying Agent sum or Additional Transfer Agent for the amount so sums paid. (f) The Registrar Fiscal Agent shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular any Record Date (as defined in the Bonds) to the next following Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For and for the purposes of any interest payment made on an Interest Payment Date in accordance with Section 7(a), (b), (c7(b) or (d) hereofc), such payment shall be made to those persons in whose names the Bonds are registered at the close of business on such Regular Record Date or Redemption the Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with . In this Agreement. Each Additional Transfer Agent shall promptly forward , the terms “Interest Payment Date” and “Record Date” will bear the meanings ascribed to them in the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to aboveBonds.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province EDC for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanNew York, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of the Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond Xxxx at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province EDC and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province EDC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss the date of interest shall result from such registration of transfer or exchangeauthentication. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney-in-fact. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however EDC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoeversubject to the provisions of the Global Bond, whether or not such Bond be overdue, and none of the ProvinceEDC, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the any Regular Record Date (as defined in the Bonds) to the any Interest Payment Date (as defined in the Bonds) or Maturity Date (iias defined in the Bonds) or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The RegistrarFiscal Agent, as agent Agent of the Province for the purpose of registration of the Debentures, (in such purposecapacity the “registrar” of the Debentures), shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, Principal Office a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of BondsDebentures, in which shall be entered the names and addresses of the registered holders of Bonds Debentures and the principal amount amounts of and other particulars of the Bonds Debentures held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of any transfer of any Bond Debenture at said office, the Registrar Fiscal Agent as registrar shall authenticatecountersign, register and deliver, in the name of the transferee or transferees, a new Bond Debenture or Bonds of like tenor and Debentures for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond Debenture at said office for exchange, the Registrar Fiscal Agent as registrar shall authenticatecountersign, register and deliver, in exchange for such BondDebenture, a new Bond Debenture or new Bonds Debentures of the appropriate authorized denomination(s) and for a like aggregate principal amount amount, in accordance with the provisions of the BondsDebentures. The Province and the Registrar Fiscal Agent as registrar shall not be required to make any exchange of Bonds if, Debentures if as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated Debentures countersigned and delivered by the Registrar Fiscal Agent as registrar upon registration of transfer or in exchange for Bonds Debentures of other denominations shall be so dated that neither gain nor loss the date of interest shall result from such registration of transfer or exchangecountersignature. (c) All Bonds Debentures presented or surrendered to the Fiscal Agent for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarFiscal Agent, which form shall be in accordance with prevailing transfer regulations and practices and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d) The Registrar Fiscal Agent and any each Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds Debentures in the normal course of business; provided, however, that the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsDebentures, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar Fiscal Agent and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond Debenture is registered as the absolute owner of such Bond Debenture for the purpose of receiving payment of principal of and interest on such BondDebenture, and for all other purposes whatsoever, whether or not such Bond Debenture be overdue, and none of the Province, the RegistrarFiscal Agent, any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary contrary, except as required by applicable law, and any such payment shall be a good and sufficient discharge to the Province, the Registrar Fiscal Agent and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar Fiscal Agent as registrar shall not be required to register any transfer or exchange of Bonds Debentures (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds Debentures in definitive form for registration of transfer or exchange by the RegistrarFiscal Agent) during the period (i) from the Regular Record Date (as defined in the BondsDebentures) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”Debentures). For the purposes of any interest payment made in accordance with Section Subsections 7(a), (b), (c) or (dc) hereof, such payment payments shall be made to those persons in whose names the Bonds Debentures are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds Debentures in definitive form may be presented for registration of transfer or exchange by the Registrar Fiscal Agent in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar Fiscal Agent all such Bonds Debentures received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, a register or registers (hereinafter the “"Register” " or “"Registers”") for the registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar shall not be required to make any exchange of Bonds if, as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchange. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for any such registration of transfer or exchange of Bonds in the normal course of business; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be overdue, and none of the Province, the Registrar, any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular Record Date (as defined in the Bonds) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “"Redemption Record Date”") to the date of early redemption of the Bonds (the “"Redemption Date”"). For the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province Canada for such purpose, shall at all times keep at its principal corporate trust office in the Borough of Manhattan, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of the Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province Canada and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province Canada would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated the date of authentication, provided that neither gain nor loss such dating shall not affect any amount of interest shall result from accrued and unpaid on the Bond as at the date of issuance of such registration of transfer or exchangereplacement certificate. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney-in-fact. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however Canada may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceCanada, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all Bond (other purposes whatsoeverthan payment of Additional Amounts), whether or not such Bond be overdue, and none of the ProvinceCanada, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceCanada, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the any Regular Record Date (as defined in the Bonds) to the any Interest Payment Date (as defined in the Bonds) or Maturity Date (ii) as defined in the Bonds), or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (cSubsections 7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) 6.1 The Registrar, as agent of the Province TMCC for such purpose, shall at all times keep at its principal office offices in the Borough of Manhattan, The City and State of New YorkLuxembourg, a central securities register or registers (hereinafter the “Register” or “Registers”) for the registration of Registered Notes and registration of transfers and exchanges of BondsRegistered Notes, in which shall be entered the names and addresses of the registered holders of Bonds names, alphabetically arranged, and the principal amount latest known address of and other particulars each person who is or has been a registered holder of Registered Notes, the Bonds number of Registered Notes held by them, as well as any other information and the date and particulars of the issue and transfer of each Registered Note. 6.2 The Transfer Agent shall notify the Registrar is of each registration required to be made by regulation or otherwise to maintain. the Registrar in the Register and the Registrar shall make a corresponding registration in the Register. 6.3 Subject to Section 6 7 hereof, upon surrender for registration of transfer of any Bond Registered Note at said its office, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Registered Note or Bonds of like tenor and Registered Notes for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. nominal amount. 6.4 Subject to Section 6 7 hereof, upon surrender of any Bond Registered Note at said its office for exchange, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register (in the case of the Registrar), procure the Registrar to register (in the case of the Transfer Agent) and deliver, in exchange for such BondRegistered Note, a new Bond Registered Note or new Bonds Registered Notes of the appropriate authorized authorised denomination(s) and for a like aggregate principal nominal amount in accordance with the provisions of the BondsRegistered Notes. The Province TMCC, the Registrar and the Registrar Transfer Agent shall not be required to make any exchange of Bonds if, Registered Notes if as a result thereof, the Province TMCC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) 6.5 All new Bonds Registered Notes authenticated and delivered by the Registrar or the Transfer Agent, as the case may be, upon registration of transfer or in exchange for Bonds Registered Notes of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) 6.6 All Bonds Registered Notes presented or surrendered for registration of transfer, transfer or exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarRegistrar or the Transfer Agent, as the case may be, which form shall be substantially in the form appended to the Registered Notes and otherwise in accordance with the prevailing transfer regulations and practices of the relevant Clearing System and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeauthorised attorney. (d) 6.7 The Registrar and any Additional or the Transfer Agent Agent, as the case may be, shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessRegistered Notes; however, the Province however TMCC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsRegistered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify . 6.8 TMCC, the Registrar Registrar, the Transfer Agent and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any other Paying Agent may (except as ordered by a court of competent jurisdiction or Additional Transfer Agent may as required by law) treat the person in whose name any Bond Registered Note is registered as the absolute owner of such Bond Registered Note for the purpose of receiving payment of principal of and interest on such BondRegistered Note, and all other purposes whatsoeversubject to the provisions of the Registered Global Note, whether or not such Bond Registered Note be overdueoverdue and notwithstanding any notice of ownership, and none of the Province, the Registrar, any Paying Agent theft or loss or any Additional Transfer Agent shall be affected writing thereon made by any notice to the contrary anyone, and any such payment shall be a good and sufficient discharge to the ProvinceTMCC, the Registrar Registrar, the Transfer Agent and any other Paying Agent or Additional Transfer Agent for the amount so paid, provided that where the Registrar, the Transfer Agent or any other Paying Agent, as the case may be, has notified TMCC of the presentation and surrender of any Registered Note in accordance with Subsection 9.2, the Registrar, the Transfer Agent or any other Paying Agent shall not make payment thereon until so instructed by TMCC. (f) 6.9 The Registrar shall not be required to register any transfer or exchange of Bonds (register, and any Additional the Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of procure the Registrar to register, any transfer or exchange by the Registrar) of Registered Notes during the period (i) from the any Regular Record Date (as defined in the BondsRegistered Notes) to the corresponding Interest Payment Date (as defined in the Bondsapplicable Final Terms) or Maturity Date (iias defined in the applicable Final Terms) or from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”Date (as defined in the Registered Notes) to the date of early redemption of Redemption Date (as defined in the Bonds (the “Redemption Date”). For Registered Notes) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) 8 hereof, such payment shall be made to those persons in whose names the Bonds Registered Notes are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form case may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to abovebe.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province EDC for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanNew York, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of the Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond Bxxx at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province EDC and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province EDC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss the date of interest shall result from such registration of transfer or exchangeauthentication. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney-in-fact. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however EDC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoeversubject to the provisions of the Global Bond, whether or not such Bond be overdue, and none of the ProvinceEDC, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the any Regular Record Date (as defined in the Bonds) to the any Interest Payment Date (as defined in the Bonds) or Maturity Date (iias defined in the Bonds) or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The RegistrarFiscal Agent, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, York or at such other office reasonably satisfactory to the Province (the “Fiscal Agent’s Office”) a register or registers (hereinafter the “Register” or “Registers”) for the initial registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof6, upon surrender for registration of transfer of any Bond at said officethe Fiscal Agent’s Office, the Registrar Fiscal Agent shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to in accordance with the same terms and conditions as provisions of the Bond so surrenderedBonds. Subject to Section 6 hereof6, upon surrender of any Bond at said office the Fiscal Agent’s Office for exchange, exchange the Registrar Fiscal Agent shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) denomination or denominations and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar Fiscal Agent shall not be required to make any exchange of Bonds if, as a result thereof, the Province would may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar Fiscal Agent upon registration of transfer or in exchange for Bonds of other denominations shall be dated so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarFiscal Agent, which form shall be in accordance with the prevailing United States transfer regulations and practices and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d) The Registrar and any Additional Transfer Fiscal Agent shall not impose any service charge on the registered holder for any such registration of transfer or exchange of Bonds in other than reasonable fees for the normal course replacement of businesslost, stolen, mutilated, defaced or destroyed Bond certificates; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify In addition, owners of beneficial interests in the Registrar Bonds may incur fees payable in respect of the maintenance and any Additional Transfer Agent operation of the book-entry accounts in writing of any which such requirementinterests are held with the clearing systems. (e) The Province, Province and the Registrar Fiscal Agent shall deem and any Paying Agent or Additional Transfer Agent may treat the person in whose name any a Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be is overdue, and none of neither the Province, Province nor the Registrar, any Paying Agent or any Additional Transfer Fiscal Agent shall be affected by any notice to the contrary contrary. All payments to or on the order of the registered holder of any Bond are valid and any effectual to discharge the liability of the Province or the Fiscal Agent on such payment shall be a good and sufficient discharge Bond to the Province, extent of the Registrar and any Paying Agent sum or Additional Transfer Agent for the amount so sums paid. (f) The Registrar Fiscal Agent shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular any Record Date (as defined in the Bonds) to the next following Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For and for the purposes of any interest payment made on an Interest Payment Date in accordance with Section 7(a), (b), (c7(b) or (d) hereofc), such payment shall be made to those persons in whose names the Bonds are registered at the close of business on such Regular Record Date or Redemption the Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with . In this Agreement. Each Additional Transfer Agent shall promptly forward , the terms “Interest Payment Date” and “Record Date” will bear the meanings ascribed to them in the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to aboveBonds.

Registration, Transfers and Exchanges. (a) The RegistrarFiscal Agent, as agent of the Province for such purposethe purpose of registration, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, York a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of BondsDebentures, in which shall be entered the names and addresses of the registered holders of Bonds Debentures and the principal amount of and other particulars of the Bonds Debentures held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond Debenture at said office, the Registrar Fiscal Agent shall authenticatecountersign, register and deliver, in the name of the transferee or transferees, a new Bond Debenture or Bonds of like tenor and Debentures for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond Debenture at said office for exchange, the Registrar Fiscal Agent shall authenticatecountersign, register and deliver, in exchange for such BondDebenture, a new Bond Debenture or new Bonds Debentures of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the BondsDebentures. The Province and the Registrar Fiscal Agent shall not be required to make any exchange of Bonds if, Debentures if as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated Debentures countersigned and delivered by the Registrar Fiscal Agent upon registration of transfer or in exchange for Bonds Debentures of other denominations shall be so dated that neither gain nor loss the date of interest shall result from such registration of transfer or exchangecountersignature. (c) All Bonds Debentures presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarFiscal Agent, which form shall be in accordance with prevailing transfer regulations and practices and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d) The Registrar Fiscal Agent and any each Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds Debentures in the normal course of business; provided, however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsDebentures, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar Fiscal Agent and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond Debenture is registered as the absolute owner of such Bond Debenture for the purpose of receiving payment of principal of and interest on such BondDebenture, and all other purposes whatsoever, whether or not such Bond Debenture be overdue, and none of the Province, the Registrar, Fiscal Agent or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar Fiscal Agent and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar Fiscal Agent shall not be required to register any transfer or exchange of Bonds Debentures (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds Debentures in definitive form for registration of transfer or exchange by the RegistrarFiscal Agent) during the period (i) from the Regular Record Date (as defined in the BondsDebentures) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”Debentures). For the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds Debentures are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds Debentures in definitive form may be presented for registration of transfer or exchange by the Registrar Fiscal Agent in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar Fiscal Agent all such Bonds Debentures received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. Subject to Section 6 hereof, upon surrender of any Bond Xxxx at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar shall not be required to make any exchange of Bonds if, as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchange. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for any such registration of transfer or exchange of Bonds in the normal course of business; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be overdue, and none of the Province, the Registrar, any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular Record Date (as defined in the Bonds) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) 6.1 The Registrar, as agent of the Province TMCC for such purpose, shall at all times keep at its principal office offices in the Borough of Manhattan, The City and State of New YorkLuxembourg, a central securities register or registers (hereinafter the “Register” or “Registers”) for the registration of Registered Notes and registration of transfers and exchanges of BondsRegistered Notes, in which shall be entered the names and addresses of the registered holders of Bonds names, alphabetically arranged, and the principal amount latest known address of and other particulars each person who is or has been a registered holder of Registered Notes, the Bonds number of Registered Notes held by them, as well as any other information and the date and particulars of the issue and transfer of each Registered Note. 6.2 The Transfer Agent shall notify the Registrar is of each registration required to be made by regulation or otherwise to maintain. the Registrar in the Register and the Registrar shall make a corresponding registration in the Register. 6.3 Subject to Section 6 ‎7 hereof, upon surrender for registration of transfer of any Bond Registered Note at said its office, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Registered Note or Bonds of like tenor and Registered Notes for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. nominal amount. 6.4 Subject to Section 6 ‎7 hereof, upon surrender of any Bond Registered Note at said its office for exchange, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register (in the case of the Registrar), procure the Registrar to register (in the case of the Transfer Agent) and deliver, in exchange for such BondRegistered Note, a new Bond Registered Note or new Bonds Registered Notes of the appropriate authorized authorised denomination(s) and for a like aggregate principal nominal amount in accordance with the provisions of the BondsRegistered Notes. The Province TMCC, the Registrar and the Registrar Transfer Agent shall not be required to make any exchange of Bonds if, Registered Notes if as a result thereof, the Province TMCC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) 6.5 All new Bonds Registered Notes authenticated and delivered by the Registrar or the Transfer Agent, as the case may be, upon registration of transfer or in exchange for Bonds Registered Notes of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) 6.6 All Bonds Registered Notes presented or surrendered for registration of transfer, transfer or exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarRegistrar or the Transfer Agent, as the case may be, which form shall be substantially in the form appended to the Registered Notes and otherwise in accordance with the prevailing transfer regulations and practices of the relevant Clearing System and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeauthorised attorney. (d) 6.7 The Registrar and any Additional or the Transfer Agent Agent, as the case may be, shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessRegistered Notes; however, the Province however TMCC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsRegistered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify . 6.8 TMCC, the Registrar Registrar, the Transfer Agent and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any other Paying Agent may (except as ordered by a court of competent jurisdiction or Additional Transfer Agent may as required by law) treat the person in whose name any Bond Registered Note is registered as the absolute owner of such Bond Registered Note for the purpose of receiving payment of principal of and interest on such BondRegistered Note, and all other purposes whatsoeversubject to the provisions of the Registered Global Note, whether or not such Bond Registered Note be overdueoverdue and notwithstanding any notice of ownership, and none of the Province, the Registrar, any Paying Agent theft or loss or any Additional Transfer Agent shall be affected writing thereon made by any notice to the contrary anyone, and any such payment shall be a good and sufficient discharge to the ProvinceTMCC, the Registrar Registrar, the Transfer Agent and any other Paying Agent or Additional Transfer Agent for the amount so paid, provided that where the Registrar, the Transfer Agent or any other Paying Agent, as the case may be, has notified TMCC of the presentation and surrender of any Registered Note in accordance with Subsection ‎9.2, the Registrar, the Transfer Agent or any other Paying Agent shall not make payment thereon until so instructed by TMCC. (f) 6.9 The Registrar shall not be required to register any transfer or exchange of Bonds (register, and any Additional the Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of procure the Registrar to register, any transfer or exchange by the Registrar) of Registered Notes during the period (i) from the any Regular Record Date (as defined in the BondsRegistered Notes) to the corresponding Interest Payment Date (as defined in the Bondsapplicable Final Terms) or Maturity Date (iias defined in the applicable Final Terms) or from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”Date (as defined in the Registered Notes) to the date of early redemption of Redemption Date (as defined in the Bonds (the “Redemption Date”). For Registered Notes) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) ‎8 hereof, such payment shall be made to those persons in whose names the Bonds Registered Notes are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form case may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to abovebe.

Registration, Transfers and Exchanges. (a) The RegistrarFiscal Agent, as agent of the Province for such purposethe purpose of registration, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, York a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of BondsDebentures, in which shall be entered the names and addresses of the registered holders of Bonds Debentures and the principal amount of and other particulars of the Bonds Debentures held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond Debenture at said office, the Registrar Fiscal Agent shall authenticatecountersign, register and deliver, in the name of the transferee or transferees, a new Bond Debenture or Bonds of like tenor and Debentures for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond Debenture at said office for exchange, the Registrar Fiscal Agent shall authenticatecountersign, register and deliver, in exchange for such BondDebenture, a new Bond Debenture or new Bonds Debentures of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the BondsDebentures. The Province and the Registrar Fiscal Agent shall not be required to make any exchange of Bonds if, Debentures if as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated Debentures countersigned and delivered by the Registrar Fiscal Agent upon registration of transfer or in exchange for Bonds Debentures of other denominations shall be so dated that neither gain nor loss the date of interest shall result from such registration of transfer or exchangecountersignature. (c) All Bonds Debentures presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarFiscal Agent, which form shall be in accordance with prevailing transfer regulations and practices and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d) The Registrar Fiscal Agent and any each Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds Debentures in the normal course of business; provided, however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsDebentures, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar Fiscal Agent and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond Debenture is registered as the absolute owner of such Bond Debenture for the purpose of receiving payment of principal of and interest on such BondDebenture, and all other purposes whatsoever, whether or not such Bond Debenture be overdue, and none of the Province, the Registrar, Fiscal Agent or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary contrary, and any such payment shall be a good and sufficient discharge to the Province, the Registrar Fiscal Agent and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar Fiscal Agent shall not be required to register any transfer or exchange of Bonds Debentures (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds Debentures in definitive form for registration of transfer or exchange by the RegistrarFiscal Agent) during the period (i) from the Regular Record Date (as defined in the BondsDebentures) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”Debentures). For the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds Debentures are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds Debentures in definitive form may be presented for registration of transfer or exchange by the Registrar Fiscal Agent in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar Fiscal Agent all such Bonds Debentures received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province Canada for such purpose, shall at all times keep at its principal corporate trust office in the Borough of ManhattanNew York, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of the Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province Canada and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province Canada would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss the date of interest shall result from such registration of transfer or exchangeauthentication. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney-in-fact. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however Canada may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceCanada, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoeversubject to the provisions of the Global Bond, whether or not such Bond be overdue, and none of the ProvinceCanada, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceCanada, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the any Regular Record Date (as defined in the Bonds) to the any Interest Payment Date (as defined in the Bonds) or Maturity Date (iias defined in the Bonds) or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dor(c) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, a register or registers (hereinafter the “"Register” " or “"Registers”") for the registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticateauthentxxxxe, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchange. (d) The Registrar and any each Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of business; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be overdue, and none of the Province, the Registrar, any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular Record Date (as defined in the Bonds) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “"Redemption Record Date”") to the date of early redemption of the Bonds (the “"Redemption Date”"). For the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) 6.1 The Registrar, as agent of the Province TMCC for such purpose, shall at all times keep at its principal office offices in the Borough of Manhattan, The City and State of New YorkDublin, a central securities register or registers (hereinafter the “Register” or “Registers”) for the registration of Registered Notes and registration of transfers and exchanges of BondsRegistered Notes, in which shall be entered the names and addresses of the registered holders of Bonds names, alphabetically arranged, and the principal amount latest known address of and other particulars each person who is or has been a registered holder of Registered Notes, the Bonds number of Registered Notes held by them, as well as any other information and the date and particulars of the issue and transfer of each Registered Note. 6.2 The Transfer Agent shall notify the Registrar is of each registration required to be made by regulation or otherwise to maintain. the Registrar in the Register and the Registrar shall make a corresponding registration in the Register. 6.3 Subject to Section 6 7 hereof, upon surrender for registration of transfer of any Bond Registered Note at said its office, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Registered Note or Bonds of like tenor and Registered Notes for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. nominal amount. 6.4 Subject to Section 6 7 hereof, upon surrender of any Bond Registered Note at said its office for exchange, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register (in the case of the Registrar), procure the Registrar to register (in the case of the Transfer Agent) and deliver, in exchange for such BondRegistered Note, a new Bond Registered Note or new Bonds Registered Notes of the appropriate authorized authorised denomination(s) and for a like aggregate principal nominal amount in accordance with the provisions of the BondsRegistered Notes. The Province TMCC, the Registrar and the Registrar Transfer Agent shall not be required to make any exchange of Bonds if, Registered Notes if as a result thereof, the Province TMCC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) 6.5 All new Bonds Registered Notes authenticated and delivered by the Registrar or the Transfer Agent, as the case may be, upon registration of transfer or in exchange for Bonds Registered Notes of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) 6.6 All Bonds Registered Notes presented or surrendered for registration of transfer, transfer or exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarRegistrar or the Transfer Agent, as the case may be, which form shall be substantially in the form appended to the Registered Notes and otherwise in accordance with the prevailing transfer regulations and practices of the Relevant Clearing System and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeauthorised attorney. (d) 6.7 The Registrar and any Additional or the Transfer Agent Agent, as the case may be, shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessRegistered Notes; however, the Province however TMCC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsRegistered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify . 6.8 TMCC, the Registrar Registrar, the Transfer Agent and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any other Paying Agent may (except as ordered by a court of competent jurisdiction or Additional Transfer Agent may as required by law) treat the person in whose name any Bond Registered Note is registered as the absolute owner of such Bond Registered Note for the purpose of receiving payment of principal of and interest on such BondRegistered Note, and all other purposes whatsoeversubject to the provisions of the Registered Global Note, whether or not such Bond Registered Note be overdueoverdue and notwithstanding any notice of ownership, and none of the Province, the Registrar, any Paying Agent theft or loss or any Additional Transfer Agent shall be affected writing thereon made by any notice to the contrary anyone, and any such payment shall be a good and sufficient discharge to the ProvinceTMCC, the Registrar Registrar, the Transfer Agent and any other Paying Agent or Additional Transfer Agent for the amount so paid, provided that where the Registrar, the Transfer Agent or any other Paying Agent, as the case may be, has notified TMCC of the presentation and surrender of any Registered Note in accordance with Subsection 9.2, the Registrar, the Transfer Agent or any other Paying Agent shall not make payment thereon until so instructed by TMCC. (f) 6.9 The Registrar shall not be required to register any transfer or exchange of Bonds (register, and any Additional the Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of procure the Registrar to register, any transfer or exchange by the Registrar) of Registered Notes during the period (i) from the any Regular Record Date (as defined in the BondsRegistered Notes) to the corresponding Interest Payment Date (as defined in the Bondsapplicable Final Terms) or Maturity Date (iias defined in the applicable Final Terms) or from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”Date (as defined in the Registered Notes) to the date of early redemption of Redemption Date (as defined in the Bonds (the “Redemption Date”). For Registered Notes) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) 8 hereof, such payment shall be made to those persons in whose names the Bonds Registered Notes are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form case may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to abovebe.

Registration, Transfers and Exchanges. (a) 6.1 The Registrar, as agent of NHI and the Province Guarantor for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanFrankfurt, The City and State of New YorkGermany, a central securities register or registers (hereinafter the “Register” or “Registers”) for the registration of Registered Notes and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds Registered Notes held by them, as well as any other information and the date and particulars of the issue and transfer of each Registered Note. The Registrar shall make available to NHI and the Guarantor, upon request, a copy of the Register. 6.2 The Transfer Agent shall notify the Registrar is of each registration required to be made by regulation or otherwise to maintain. the Registrar in the Register and the Registrar shall make a corresponding registration in the Register. 6.3 Subject to Section 6 Clause 7 hereof, upon surrender for registration of transfer of any Bond Registered Note at said its office, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Registered Note or Bonds of like tenor and Registered Notes for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. nominal amount. 6.4 Subject to Section 6 Clause 7 hereof, upon surrender of any Bond Registered Note at said its office for exchange, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register (in the case of the Registrar), procure the Registrar to register (in the case of the Transfer Agent) and deliver, in exchange for such BondRegistered Note, a new Bond Registered Note or new Bonds Registered Notes of the appropriate authorized authorised denomination(s) and for a like aggregate principal nominal amount in accordance with the provisions of the BondsRegistered Notes. The Province NHI, the Registrar and the Registrar Transfer Agent shall not be required to make any exchange of Bonds if, Registered Notes if as a result thereof, the Province NHI would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) 6.5 All new Bonds Registered Notes authenticated and delivered by the Registrar or the Transfer Agent, as the case may be, upon registration of transfer or in exchange for Bonds Registered Notes of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) 6.6 All Bonds Registered Notes presented or surrendered for registration of transfer, transfer or exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarRegistrar or the Transfer Agent, as the case may be, which form shall be substantially in the form appended to the Registered Notes and otherwise in accordance with the prevailing transfer regulations and practices of the Relevant Clearing System and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeauthorised attorney. (d) 6.7 The Registrar and any Additional or the Transfer Agent Agent, as the case may be, shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in Registered Notes; however NHI or the normal course of business; however, the Province Guarantor may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsRegistered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify . 6.8 NHI, the Registrar Guarantor, the Registrar, the Transfer Agent and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any other Paying Agent may (except as ordered by a court of competent jurisdiction or Additional Transfer Agent may as required by law) treat the person in whose name any Bond Registered Note is registered as the absolute owner of such Bond Registered Note for the purpose of receiving payment of principal of and interest on such BondRegistered Note, and all other purposes whatsoeversubject to the provisions of the Registered Global Note, whether or not such Bond Registered Note be overdueoverdue and notwithstanding any notice of ownership, and none of the Province, the Registrar, any Paying Agent theft or loss or any Additional Transfer Agent shall be affected writing thereon made by any notice to the contrary anyone, and any such payment shall be a good and sufficient discharge to NHI and the ProvinceGuarantor, the Registrar Registrar, the Transfer Agent and any other Paying Agent or Additional Transfer Agent for the amount so paid, provided that where the Registrar, the Transfer Agent or any other Paying Agent, as the case may be, has notified NHI and the Guarantor of the presentation and surrender of any Registered Note in accordance with Clause 12.2, the Registrar, the Transfer Agent or any other Paying Agent shall not make payment thereon until so instructed by NHI and the Guarantor. (f) 6.9 The Registrar shall not be required to register any transfer or exchange of Bonds (register, and any Additional the Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of procure the Registrar to register, any transfer or exchange by the Registrar) of Registered Notes during the period (i) from the any Regular Record Date (as defined in the BondsRegistered Notes) to the corresponding Interest Payment Date (as defined in the Bondsapplicable Final Terms) or Maturity Date (iias defined in the applicable Final Terms) or from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”Date (as defined in the Registered Notes) to the date of early redemption of Redemption Date (as defined in the Bonds (the “Redemption Date”). For Registered Notes) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) Clause 8 hereof, such payment shall be made to those persons in whose names the Bonds Registered Notes are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form case may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to abovebe.

Registration, Transfers and Exchanges. (a) 6.1 The Registrar, as agent of the Province TMCC for such purpose, shall at all times keep at its principal office offices in the Borough of Manhattan, The City and State of New YorkLuxembourg, a central securities register or registers (hereinafter the “Register” or “Registers”) for the registration of Registered Notes and registration of transfers and exchanges of BondsRegistered Notes, in which shall be entered the names and addresses of the registered holders of Bonds names, alphabetically arranged, and the principal amount latest known address of and other particulars each person who is or has been a registered holder of Registered Notes, the Bonds number of Registered Notes held by them, as well as any other information and the date and particulars of the issue and transfer of each Registered Note. 6.2 The Transfer Agent shall notify the Registrar is of each registration required to be made by regulation or otherwise to maintain. the Registrar in the Register and the Registrar shall make a corresponding registration in the Register. 6.3 Subject to Section 6 7 hereof, upon surrender for registration of transfer of any Bond Registered Note at said its office, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Registered Note or Bonds of like tenor and Registered Notes for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. nominal amount. 6.4 Subject to Section 6 7 hereof, upon surrender of any Bond Registered Note at said its office for exchange, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register (in the case of the Registrar), procure the Registrar to register (in the case of the Transfer Agent) and deliver, in exchange for such BondRegistered Note, a new Bond Registered Note or new Bonds Registered Notes of the appropriate authorized authorised denomination(s) and for a like aggregate principal nominal amount in accordance with the provisions of the BondsRegistered Notes. The Province TMCC, the Registrar and the Registrar Transfer Agent shall not be required to make any exchange of Bonds if, Registered Notes if as a result thereof, the Province TMCC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) 6.5 All new Bonds Registered Notes authenticated and delivered by the Registrar or the Transfer Agent, as the case may be, upon registration of transfer or in exchange for Bonds Registered Notes of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) 6.6 All Bonds Registered Notes presented or surrendered for registration of transfer, transfer or exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarRegistrar or the Transfer Agent, as the case may be, which form shall be substantially in the form appended to the Registered Notes and otherwise in accordance with the prevailing transfer regulations and practices of the relevant Clearing System and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeauthorised attorney. (d) 6.7 The Registrar and any Additional or the Transfer Agent Agent, as the case may be, shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessRegistered Notes; however, the Province however TMCC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsRegistered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify . 6.8 TMCC, the Registrar Registrar, the Transfer Agent and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any other Paying Agent may (except as ordered by a court of competent jurisdiction or Additional Transfer Agent may as required by law) treat the person in whose name any Bond Registered Note is registered as the absolute owner of such Bond Registered Note for the purpose of receiving payment of principal of and interest on such BondRegistered Note, and all other purposes whatsoeversubject to the provisions of the Registered Global Note, whether or not such Bond Registered Note be overdueoverdue and notwithstanding any notice of ownership, and none of the Province, the Registrar, any Paying Agent theft or loss or any Additional Transfer Agent shall be affected writing thereon made by any notice to the contrary anyone, and any such payment shall be a good and sufficient discharge to the ProvinceTMCC, the Registrar Registrar, the Transfer Agent and any other Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional , provided that where the Registrar, the Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular Record Date (as defined in the Bonds) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer other Paying Agent, as agent the case may be, has notified TMCC of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration presentation and surrender of transfer or exchange by the Registrar any Registered Note in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.with

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchange. (d) The Registrar and any each Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of business; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be overdue, and none of the Province, the Registrar, any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular Record Date (as defined in the Bonds) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For the purposes of any interest payment made in accordance with Section 7(a), 7 (b), (c) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of ManhattanXxx Xxxx xx Xxxxxxx, The City and State of New YorkXxxxxx, a register or registers (hereinafter the “"Register” " or “"Registers”") for the registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar shall not be required to make any exchange of Bonds if, as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, duly executed by the registered holder or its attorney duly authorized in writing writing, and if the Bonds are in definitive registered form, with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock ExchangeXxx Xxxx xx Xxxxxxx, Xxxxxx. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for any such registration of transfer or exchange of Bonds in the normal course of business; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be overdue, and none of the Province, the Registrar, any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular Record Date (as defined in the Bonds) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “"Redemption Record Date”") to the date of early redemption of the Bonds (the “"Redemption Date”"). For the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province EDC for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanNew York, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of the Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province EDC and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province EDC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss the date of interest shall result from such registration of transfer or exchangeauthentication. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney-in-fact. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however EDC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoeversubject to the provisions of the Global Bond, whether or not such Bond be overdue, and none of the ProvinceEDC, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the any Regular Record Date (as defined in the Bonds) to the any Interest Payment Date (as defined in the Bonds) or (ii) Maturity Date or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province EDC for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanToronto, The City and State of New YorkCanada, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of the Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province EDC and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province EDC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated the date of authentication, provided that neither gain nor loss of such dating shall not affect any interest shall result from such registration accrued and unpaid on the Bonds as at the date of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney-in-fact. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however EDC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoeversubject to the provisions of the Global Bond, whether or not such Bond be overdue, and none of the ProvinceEDC, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the any Regular Record Date (as defined in the Bonds) to the any Interest Payment Date (as defined in the Bonds) or Maturity Date (iias defined in the Bonds) or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The RegistrarFiscal Agent, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, York or at such other office reasonably satisfactory to the Province (the “Fiscal Agent’s Office”) a register or registers (hereinafter the “Register” or “Registers”) for the initial registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof5, upon surrender for registration of transfer of any Bond at said officethe Fiscal Agent’s Office, the Registrar Fiscal Agent shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to in accordance with the same terms and conditions as provisions of the Bond so surrenderedBonds. Subject to Section 6 hereof5, upon surrender of any Bond at said office the Fiscal Agent’s Office for exchange, exchange the Registrar Fiscal Agent shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) denomination or denominations and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar Fiscal Agent shall not be required to make any exchange of Bonds if, as a result thereof, the Province would may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar Fiscal Agent upon registration of transfer or in exchange for Bonds of other denominations shall be dated so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarFiscal Agent, which form shall be in accordance with the prevailing United States transfer regulations and practices and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d) The Registrar and any Additional Transfer Fiscal Agent shall not impose any service charge on the registered holder for any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify In addition, owners of beneficial interests in the Registrar Bonds may incur fees payable in respect of the maintenance and any Additional Transfer Agent operation of the book-entry accounts in writing of any which such requirementinterests are held with the clearing systems. (e) The Province, Province and the Registrar Fiscal Agent shall deem and any Paying Agent or Additional Transfer Agent may treat the person in whose name any a Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be is overdue, and none of neither the Province, Province nor the Registrar, any Paying Agent or any Additional Transfer Fiscal Agent shall be affected by any notice to the contrary contrary. All payments to or on the order of the registered holder of any Bond are valid and any effectual to discharge the liability of the Province or the Fiscal Agent on such payment shall be a good and sufficient discharge Bond to the Province, extent of the Registrar and any Paying Agent sum or Additional Transfer Agent for the amount so sums paid. (f) The Registrar Fiscal Agent shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular any Record Date (as defined to the next following Interest Payment Date. In this Agreement, the terms “Interest Payment Date” and “Record Date” will bear the meanings ascribed to them in the Bonds) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The RegistrarFiscal Agent, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, York or at such other office reasonably satisfactory to the Province (the "Fiscal Agent's Office") a register or registers (hereinafter the “"Register” or “Registers”") for the initial registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof6, upon surrender for registration of transfer of any Bond at said officethe Fiscal Agent's Office, the Registrar Fiscal Agent shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to in accordance with the same terms and conditions as provisions of the Bond so surrenderedBonds. Subject to Section 6 hereof6, upon surrender of any Bond at said office the Fiscal Agent's Office for exchange, exchange the Registrar Fiscal Agent shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) denomination or denominations and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar Fiscal Agent shall not be required to make any exchange of Bonds if, as a result thereof, the Province would may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar Fiscal Agent upon registration of transfer or in exchange for Bonds of other denominations shall be dated so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarFiscal Agent, which form shall be in accordance with the prevailing United States transfer regulations and practices and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d) The Registrar and any Additional Transfer Fiscal Agent shall not impose any service charge on the registered holder for any such registration of transfer or exchange of Bonds in other than reasonable fees for the normal course replacement of businesslost, stolen, mutilated, defaced or destroyed Bond certificates; howeverHOWEVER, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify In addition, owners of beneficial interests in the Registrar Bonds may incur fees payable in respect of the maintenance and any Additional Transfer Agent operation of the book-entry accounts in writing of any which such requirementinterests are held with the clearing systems. (e) The Province, Province and the Registrar Fiscal Agent shall deem and any Paying Agent or Additional Transfer Agent may treat the person in whose name any a Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be is overdue, and none of neither the Province, Province or the Registrar, any Paying Agent or any Additional Transfer Fiscal Agent shall be affected by any notice to the contrary contrary. All payments to or on the order of the registered holder of any Bond are valid and any effectual to discharge the liability of the Province or the Fiscal Agent on such payment shall be a good and sufficient discharge Bond to the Province, extent of the Registrar and any Paying Agent sum or Additional Transfer Agent for the amount so sums paid. (f) The Registrar Fiscal Agent shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular any Record Date (as defined in the Bonds) to the next following Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For and for the purposes of any interest payment made on an Interest Payment Date in accordance with Section 7(a), (b), (c7(b) or (d) hereofc), such payment shall be made to those persons in whose names the Bonds are registered at the close of business on such Regular Record Date or Redemption the Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with . In this Agreement. Each Additional Transfer Agent shall promptly forward , the terms "Interest Payment Date" and "Record Date" will bear the meanings ascribed to them in the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to aboveBonds.

Registration, Transfers and Exchanges. (a1) The Domestic Registrar, as agent of the Province Canada for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New YorkCorporate Trust Office, a register or registers (hereinafter the “Domestic Register” or “Domestic Registers”” ) for the registration of Domestic Notes and registration of transfers and exchanges of BondsDomestic Notes, in which shall be entered the names and addresses of the registered holders of Bonds Domestic Notes and the principal amount of and other particulars of the Bonds Domestic Notes held by them, as well as any other information the such Registrar is required by regulation or otherwise to maintainmaintain in respect of the Domestic Notes. (2) The International Registrar, as agent of Canada for such purpose, shall at all times keep at its Corporate Trust Office, a register or registers (hereinafter the “International Register” or “International Registers” ) for the registration of International Notes and registration of transfers and exchanges of International Notes, in which shall be entered the names and addresses of the registered holders of International Notes and the particulars of the International Notes held by them, as well as any other information such Registrar is required by regulation or otherwise to maintain in respect of the International Notes. The Domestic Registers and the International Registers are referred to together as the Registers and any of them as a “Register”. (3) Subject to Section 6 hereof14, upon surrender for registration of transfer of any Bond Note at said office, the applicable Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Note for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Note so surrendered in accordance with the provisions of such Notes. Subject to Section 14, upon surrender of any Note at said office for exchange, the applicable Registrar shall authenticate, register and deliver, in exchange for such Note, a new Note or Bonds Notes of like tenor the appropriate authorized denomination(s) and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond Note so surrendered. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount surrendered in accordance with the provisions of the Bonds. The Province and the Registrar shall not be required to make any exchange of Bonds if, as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time Notes of the exchangerelevant series. (b4) All new Bonds Notes authenticated and delivered by the each Registrar upon registration of transfer or in exchange for Bonds Notes of other denominations shall be so dated (a) the date of authentication or (b) if the applicable Registrar is notified that a different date should be used such that neither gain nor loss of interest shall result from such registration of transfer or exchange, such other date set forth in the notice to the applicable Registrar. (c5) All Bonds Notes presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the applicable Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d6) The Neither Registrar and nor any Additional Transfer Agent shall not will impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds Notes in the normal course of business; provided, however, the Province that Canada may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsNotes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e7) The ProvinceCanada, the Registrar Registrars and any Paying Agent or Additional Transfer other Agent may treat the person in whose name any Bond is registered holder of a Note as the absolute owner of such Bond Note for the purpose of receiving payment of principal of of, and interest on on, such BondNote (whether or not such Note be overdue), and for all other purposes whatsoever, whether or not such Bond be overdue, and none of the Provinceneither Canada, the Registrar, applicable Registrar nor any Paying Agent or any Additional Transfer other Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceCanada, the applicable Registrar and any Paying Agent or Additional Transfer other Agent for the amount so paid. (f) The 8) Neither the applicable Registrar shall not nor any other Transfer Agent will be required (i) to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) Note during the period (i) from the any Regular Record Date (as defined in the Bondssuch Note) to the any Interest Payment Date (as defined in the Bondssuch Note) or Maturity (iias defined in such Note) from or, if such Note is among those selected for redemption, during a period beginning at the opening of business 15 days before selection of the Notes to be redeemed under subsection 8(3) and ending at the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption mailing of the Bonds (the “Redemption Date”). For relevant notice of redemption and for the purposes of any interest payment made in accordance with Section 7(a), (b), (csubsections 6(7) or (d) hereof6(8), such payment shall be made to those persons in whose names the Bonds Notes are registered on such Regular Record Date Date; (ii) to register the transfer or Redemption Record Dateexchange of any Note so selected for redemption in whole or in part, except, in the case of any Note to be redeemed in part, the portion thereof not to be redeemed; or (iii) to register the transfer or exchange of any Note which has been surrendered for repayment at the option of the registered holder, except the portion, if any, of such Note not to be so repaid. (g9) Each Additional Neither Canada, the applicable Registrar nor any other Transfer AgentAgent will be required to make any exchange of Notes if, as agent a result thereof, Canada may incur adverse tax or similar consequences under the laws or regulations of any jurisdiction in effect at the time of the Province exchange. (10) So long as the Notes of any series are in the form of one or more Global Notes only, all Notes of such series will collectively be evidenced (a) by one or more Global Notes (“DTC Global Notes”) registered in the name of The Depository Trust Company, a New York Corporation (“DTC” and together with Euroclear and Clearstream, the “Depositaries” and each a “Depositary”) or its nominee and/or (b) by a Global Note (an “International Global Note”) registered in the name of the Common Depository or its nominee or, if the International Global Notes are intended to be Eurosystem-eligible Notes, in the name of the Common Safekeeper or its nominee, all as is provided on the face of such Global Note(s) or the Addendum thereto for the Notes of such purposeseries. Such DTC Global Notes, if any, and/or such International Global Note, if any, will at all times collectively represent the aggregate principal amount of the Notes of such series outstanding from time to time. Notes which are intended to be Eurosystem-eligible Notes may not be evidenced at any time by a DTC Global Note or a Certificated Note. (11) If at any time a portion of an International Global Note is exchanged for an interest in one or more DTC Global Notes evidencing Notes of the same series, the principal amount of such International Global Note shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange decreased by the Registrar in accordance with this Agreement. Each Additional Transfer Agent amount of such portion, and such International Global Note shall promptly forward be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal decrease, and one or more DTC Global Notes shall be increased by the amount of such portion and such DTC Global Notes shall be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal increase, subject to the Registrar all limitation that in no event may the principal amount of any DTC Global Note be greater than the equivalent of U.S.$500,000,000. If at any time a portion of a DTC Global Note is exchanged for an interest in an International Global Note evidencing Notes of the same series, the principal amount of such Bonds received DTC Global Note shall be decreased by itthe amount of such portion, together with and such DTC Global Note(s) shall be endorsed on the written instrument or instruments Schedule of transfer referred Exchanges of Interests thereto to abovereflect such principal decrease, and the International Global Note shall be increased by the amount of such portion and shall be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal increase.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province Canada for such purpose, shall at all times keep at its principal corporate trust office in the Borough of Manhattan, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of the Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond Xxxx at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province Canada and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province Canada would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss the date of interest shall result from such registration of transfer or exchangeauthentication. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney-in-fact. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however Canada may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceCanada, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all Bond (other purposes whatsoeverthan payment of Additional Amounts), whether or not such Bond be overdue, and none of the ProvinceCanada, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceCanada, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the any Regular Record Date (as defined in the Bonds) to the any Interest Payment Date (as defined in the Bonds) or Maturity Date (ii) as defined in the Bonds), or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (cSubections 7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a1) The Domestic Registrar, as agent of the Province Canada for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New YorkCorporate Trust Office, a register or registers (hereinafter the “Domestic Register” or “Domestic Registers”” ) for the registration of Domestic Notes and registration of transfers and exchanges of BondsDomestic Notes, in which shall be entered the names and addresses of the registered holders of Bonds Domestic Notes and the principal amount of and other particulars of the Bonds Domestic Notes held by them, as well as any other information the such Registrar is required by regulation or otherwise to maintainmaintain in respect of the Domestic Notes. (2) The International Registrar, as agent of Canada for such purpose, shall at all times keep at its Corporate Trust Office, a register or registers (hereinafter the “International Register” or “International Registers”) for the registration of International Notes and registration of transfers and exchanges of International Notes, in which shall be entered the names and addresses of the registered holders of International Notes and the particulars of the International Notes held by them, as well as any other information such Registrar is required by regulation or otherwise to maintain in respect of the International Notes. The Domestic Registers and the International Registers are referred to together as the Registers and any of them as a “Register”. (3) Subject to Section 6 hereof14, upon surrender for registration of transfer of any Bond Note at said office, the applicable Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Note for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Note so surrendered in accordance with the provisions of such Notes. Subject to Section 14, upon surrender of any Note at said office for exchange, the applicable Registrar shall authenticate, register and deliver, in exchange for such Note, a new Note or Bonds Notes of like tenor the appropriate authorized denomination(s) and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond Note so surrendered. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount surrendered in accordance with the provisions of the Bonds. The Province and the Registrar shall not be required to make any exchange of Bonds if, as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time Notes of the exchangerelevant series. (b4) All new Bonds Notes authenticated and delivered by the each Registrar upon registration of transfer or in exchange for Bonds Notes of other denominations shall be so dated (a) the date of authentication or (b) if the applicable Registrar is notified that a different date should be used such that neither gain nor loss of interest shall result from such registration of transfer or exchange, such other date set forth in the notice to the applicable Registrar. (c5) All Bonds Notes presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the applicable Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d6) The Neither Registrar and nor any Additional Transfer Agent shall not will impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds Notes in the normal course of business; provided, however, the Province that Canada may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsNotes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e7) The ProvinceCanada, the Registrar Registrars and any Paying Agent or Additional Transfer other Agent may treat the person in whose name any Bond is registered holder of a Note as the absolute owner of such Bond Note for the purpose of receiving payment of principal of of, and interest on on, such BondNote (whether or not such Note be overdue), and for all other purposes whatsoever, whether or not such Bond be overdue, and none of the Provinceneither Canada, the Registrar, applicable Registrar nor any Paying Agent or any Additional Transfer other Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceCanada, the applicable Registrar and any Paying Agent or Additional Transfer other Agent for the amount so paid. (f) The 8) Neither the applicable Registrar shall not nor any other Transfer Agent will be required (i) to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) Note during the period (i) from the any Regular Record Date (as defined in the Bondssuch Note) to the any Interest Payment Date (as defined in the Bondssuch Note) or Maturity (iias defined in such Note) from or, if such Note is among those selected for redemption, during a period beginning at the opening of business 15 days before selection of the Notes to be redeemed under subsection 8(3) and ending at the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption mailing of the Bonds (the “Redemption Date”). For relevant notice of redemption and for the purposes of any interest payment made in accordance with Section 7(a), (b), (csubsections 6(7) or (d) hereof6(8), such payment shall be made to those persons in whose names the Bonds Notes are registered on such Regular Record Date Date; (ii) to register the transfer or Redemption Record Dateexchange of any Note so selected for redemption in whole or in part, except, in the case of any Note to be redeemed in part, the portion thereof not to be redeemed; or (iii) to register the transfer or exchange of any Note which has been surrendered for repayment at the option of the registered holder, except the portion, if any, of such Note not to be so repaid. (g9) Each Additional Neither Canada, the applicable Registrar nor any other Transfer AgentAgent will be required to make any exchange of Notes if, as agent a result thereof, Canada may incur adverse tax or similar consequences under the laws or regulations of any jurisdiction in effect at the time of the Province exchange. (10) So long as the Notes of any series are in the form of one or more Global Notes only, all Notes of such series will collectively be evidenced (a) by one or more Global Notes (“DTC Global Notes”) registered in the name of The Depository Trust Company, a New York Corporation (“DTC” and together with Euroclear and Clearstream, the “Depositaries” and each a “Depositary”) or its nominee and/or (b) by a Global Note (an “International Global Note”) registered in the name of the Common Depository or its nominee or, if the International Global Notes are intended to be Eurosystem-eligible Notes, in the name of the Common Safekeeper or its nominee, all as is provided on the face of such Global Note(s) or the Addendum thereto for the Notes of such purposeseries. Such DTC Global Notes, if any, and/or such International Global Note, if any, will at all times collectively represent the aggregate principal amount of the Notes of such series outstanding from time to time. Notes which are intended to be Eurosystem-eligible Notes may not be evidenced at any time by a DTC Global Note or a Certificated Note. (11) If at any time a portion of an International Global Note is exchanged for an interest in one or more DTC Global Notes evidencing Notes of the same series, the principal amount of such International Global Note shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange decreased by the Registrar in accordance with this Agreement. Each Additional Transfer Agent amount of such portion, and such International Global Note shall promptly forward be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal decrease, and one or more DTC Global Notes shall be increased by the amount of such portion and such DTC Global Notes shall be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal increase, subject to the Registrar all limitation that in no event may the principal amount of any DTC Global Note be greater than the equivalent of U.S.$500,000,000. If at any time a portion of a DTC Global Note is exchanged for an interest in an International Global Note evidencing Notes of the same series, the principal amount of such Bonds received DTC Global Note shall be decreased by itthe amount of such portion, together with and such DTC Global Note(s) shall be endorsed on the written instrument or instruments Schedule of transfer referred Exchanges of Interests thereto to abovereflect such principal decrease, and the International Global Note shall be increased by the amount of such portion and shall be endorsed on the Schedule of Exchanges of Interests thereto to reflect such principal increase.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchange. (d) The Registrar and any each Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of business; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be overdue, and none of the Province, the Registrar, any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular Record Date (as defined in the Bonds) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province Canada for such purpose, shall at all times keep at its principal corporate trust office in the Borough of Manhattan, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of the Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond Xxxx at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province Canada and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province Canada would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated the date of authentication, provided that neither gain nor loss such dating shall not affect any amount of interest shall result from accrued and unpaid on the Bond as at the date of issuance of such registration of transfer or exchangereplacement certificate. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney-in-fact. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however Canada may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceCanada, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all Bond (other purposes whatsoeverthan payment of Additional Amounts), whether or not such Bond be overdue, and none of the ProvinceCanada, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceCanada, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the any Regular Record Date (as defined in the Bonds) to the any Interest Payment Date (as defined in the Bonds) or Maturity Date (ii) as defined in the Bonds), or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (cSubsections 7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The RegistrarFiscal Agent, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of BondsNotes, in which shall be entered the names and addresses of the registered holders of Bonds Notes and the principal amount of and other particulars of the Bonds Notes held by them, as well as any other information the Registrar Fiscal Agent is required by regulation or otherwise to maintain. Subject to Section 6 hereof14, upon surrender for registration of transfer of any Bond Note at said office, the Registrar Fiscal Agent shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Note or Bonds Notes of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond Note so surrendered. Subject to Section 6 hereof14, upon surrender of any Bond Note at said office for exchange, the Registrar Fiscal Agent shall authenticate, register and deliver, in exchange for such BondNote, a new Bond Note or new Bonds Notes of like tenor and of the appropriate authorized denomination(s) and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Note so surrendered in accordance with the provisions of the BondsNotes. The Province and the Registrar Fiscal Agent shall not be required to make any exchange of Bonds Notes if, as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds Notes authenticated and delivered by the Registrar Fiscal Agent upon registration of transfer or in exchange for Bonds Notes of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds Notes presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarFiscal Agent, duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchange. (d) The Registrar Fiscal Agent and any Additional Transfer Agent shall not impose any service charge on the registered holder for any such registration of transfer or exchange of Bonds Notes in the normal course of business; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsNotes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar Fiscal Agent and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar Fiscal Agent and any Additional Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond Note is registered as the absolute owner of such Bond Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such BondNote, and all other purposes whatsoever, whether or not such Bond Note be overdue, and none of the Province, the RegistrarFiscal Agent, any Additional Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar Fiscal Agent and any Additional Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar Fiscal Agent shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) Notes during the period (i) from the Regular Record Date (as defined in the BondsNotes) to the Interest Payment Date (as defined in the Bonds) or Notes), (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds Notes in accordance with Section 8 hereof (the “Redemption Record Date”) to the Redemption Date (as defined herein), except in the case of any Note to be redeemed in part, the portion thereof not to be redeemed, or (iii) from the close of business on the fifteenth day preceding the date of early redemption repayment of the Bonds Notes in accordance with Section 9 hereof (the “Redemption Repayment Record Date”) to the Repayment Date (as defined herein), except the portion, if any, of such Note not to be so repaid. For the purposes of any interest payment made in accordance with Section 7(a6(a), (b), (c), (d) or (de) hereof, such payment shall be made to those persons in whose names the Bonds Notes are registered on such Regular Record Date, Redemption Record Date or Redemption Repayment Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds Notes in definitive form may be presented for registration of transfer or exchange by the Registrar Fiscal Agent in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar Fiscal Agent all such Bonds Notes received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province CMHC for such purpose, shall at all times keep at its principal office offices in the Borough City of ManhattanLondon, The City and State of New YorkEngland, a register or registers (hereinafter the “Register” "REGISTER" or “Registers”"REGISTERS") for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province CMHC and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province CMHC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be in accordance with the prevailing Canadian transfer regulations and practices and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province CMHC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceCMHC, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoeversubject to the provisions of the Global Bond, whether or not such Bond be overdue, and none of the ProvinceCMHC, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceCMHC, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period from (i) from the any Regular Record Date (as defined in the Bonds) to the corresponding Interest Payment Date (as defined in the Bonds) or Maturity Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”"REDEMPTION RECORD DATE") to the date of early redemption of the Bonds (the “Redemption Date”). For "REDEMPTION DATE") and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.with

Registration, Transfers and Exchanges. (a) The RegistrarFiscal Agent, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of BondsNotes, in which shall be entered the names and addresses of the registered holders of Bonds Notes and the principal amount of and other particulars of the Bonds Notes held by them, as well as any other information the Registrar Fiscal Agent is required by regulation or otherwise to maintain. Subject to Section 6 hereof14, upon surrender for registration of transfer of any Bond Note at said office, the Registrar Fiscal Agent shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Note or Bonds Notes of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond Note so surrendered. Subject to Section 6 hereof14, upon surrender of any Bond Note at said office for exchange, the Registrar Fiscal Agent shall authenticate, register and deliver, in exchange for such BondNote, a new Bond Note or new Bonds Notes of like tenor and of the appropriate authorized denomination(s) and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Note so surrendered in accordance with the provisions of the BondsNotes. The Province and the Registrar Fiscal Agent shall not be required to make any exchange of Bonds Notes if, as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds Notes authenticated and delivered by the Registrar Fiscal Agent upon registration of transfer or in exchange for Bonds Notes of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds Notes presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarFiscal Agent, duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchange. (d) The Registrar Fiscal Agent and any Additional Transfer Agent shall not impose any service charge on the registered holder for any such registration of transfer or exchange of Bonds Notes in the normal course of business; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsNotes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar Fiscal Agent and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar Fiscal Agent and any Additional Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond Note is registered as the absolute owner of such Bond Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such BondNote, and all other purposes whatsoever, whether or not such Bond Note be overdue, and none of the Province, the RegistrarFiscal Agent, any Additional Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar Fiscal Agent and any Additional Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar Fiscal Agent shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) Notes during the period (i) from the Regular Record Date (as defined in the BondsNotes) to the Interest Payment Date (as defined in the Bonds) or Notes), (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds Notes in accordance with Section 8 hereof (the “Redemption Record Date”) to the Redemption Date (as defined herein), except in the case of any Note to be redeemed in part, the portion thereof not to be redeemed, or (iii) from the close of business on the fifteenth day preceding the date of early redemption repayment of the Bonds Notes in accordance with Section 9 hereof (the “Redemption Repayment Record Date”) to the Repayment Date (as defined herein), except the portion, if any, of such Note not to be so repaid. For the purposes of any interest payment made in accordance with Section 7(a6(a), (b), (c) or (d) hereof, such payment shall be made to those persons in whose names the Bonds Notes are registered on such Regular Record Date, Redemption Record Date or Redemption Repayment Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds Notes in definitive form may be presented for registration of transfer or exchange by the Registrar Fiscal Agent in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar Fiscal Agent all such Bonds Notes received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The RegistrarFiscal Agent, as agent Agent of the Province for the purpose of registration of the Debentures, (in such purposecapacity the “registrar” of the Debentures), shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, Principal Office a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of BondsDebentures, in which shall be entered the names and addresses of the registered holders of Bonds Debentures and the principal amount amounts of and other particulars of the Bonds Debentures held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of any transfer of any Bond Debenture at said office, the Registrar Fiscal Agent as registrar shall authenticatecountersign, register and deliver, in the name of the transferee or transferees, a new Bond Debenture or Bonds of like tenor and Debentures for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond Xxxxxxxxx at said office for exchange, the Registrar Fiscal Agent as registrar shall authenticatecountersign, register and deliver, in exchange for such BondDebenture, a new Bond Debenture or new Bonds Debentures of the appropriate authorized denomination(s) and for a like aggregate principal amount amount, in accordance with the provisions of the BondsDebentures. The Province and the Registrar Fiscal Agent as registrar shall not be required to make any exchange of Bonds if, Debentures if as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated Debentures countersigned and delivered by the Registrar Fiscal Agent as registrar upon registration of transfer or in exchange for Bonds Debentures of other denominations shall be so dated that neither gain nor loss the date of interest shall result from such registration of transfer or exchangecountersignature. (c) All Bonds Debentures presented or surrendered to the Fiscal Agent for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarFiscal Agent, which form shall be in accordance with prevailing transfer regulations and practices and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d) The Registrar Fiscal Agent and any each Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds Debentures in the normal course of business; provided, however, that the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsDebentures, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar Fiscal Agent and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond Debenture is registered as the absolute owner of such Bond Debenture for the purpose of receiving payment of principal of and interest on such BondDebenture, and for all other purposes whatsoever, whether or not such Bond Debenture be overdue, and none of the Province, the RegistrarFiscal Agent, any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary contrary, except as required by applicable law, and any such payment shall be a good and sufficient discharge to the Province, the Registrar Fiscal Agent and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar Fiscal Agent as registrar shall not be required to register any transfer or exchange of Bonds Debentures (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds Debentures in definitive form for registration of transfer or exchange by the RegistrarFiscal Agent) during the period (i) from the Regular Record Date (as defined in the BondsDebentures) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”Debentures). For the purposes of any interest payment made in accordance with Section Subsections 7(a), (b), (c) or (dc) hereof, such payment payments shall be made to those persons in whose names the Bonds Debentures are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds Debentures in definitive form may be presented for registration of transfer or exchange by the Registrar Fiscal Agent in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar Fiscal Agent all such Bonds Debentures received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The RegistrarFiscal Agent, as agent of the Province for such purposethe purpose of registration, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of BondsDebentures, in which shall be entered the names and addresses of the registered holders of Bonds Debentures and the principal amount of and other particulars of the Bonds Debentures held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond Debenture at said office, the Registrar Fiscal Agent shall authenticatecountersign, register and deliver, in the name of the transferee or transferees, a new Bond Debenture or Bonds of like tenor and Debentures for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond Debenture at said office for exchange, the Registrar Fiscal Agent shall authenticatecountersign, register and deliver, in exchange for such BondDebenture, a new Bond Debenture or new Bonds Debentures of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the BondsDebentures. The Province and the Registrar Fiscal Agent shall not be required to make any exchange of Bonds if, Debentures if as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated Debentures countersigned and delivered by the Registrar Fiscal Agent upon registration of transfer or in exchange for Bonds Debentures of other denominations shall be so dated that neither gain nor loss the date of interest shall result from such registration of transfer or exchangecountersignature. (c) All Bonds Debentures presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarFiscal Agent, which form shall be in accordance with prevailing transfer regulations and practices and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d) The Registrar Fiscal Agent and any each Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds Debentures in the normal course of business; provided, however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsDebentures, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar Fiscal Agent and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond Debenture is registered as the absolute owner of such Bond Debenture for the purpose of receiving payment of principal of and interest on such BondDebenture, and all other purposes whatsoever, whether or not such Bond Debenture be overdue, and none of the Province, the Registrar, Fiscal Agent or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar Fiscal Agent and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar Fiscal Agent shall not be required to register any transfer or exchange of Bonds Debentures (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds Debentures in definitive form for registration of transfer or exchange by the RegistrarFiscal Agent) during the period (i) from the Regular Record Date (as defined in the BondsDebentures) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”Debentures). For the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds Debentures are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds Debentures in definitive form may be presented for registration of transfer or exchange by the Registrar Fiscal Agent in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar Fiscal Agent all such Bonds Debentures received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province EDC for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanToronto, The City and State of New YorkCanada, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province EDC and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province EDC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be in accordance with the prevailing Canadian transfer regulations and practices and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however EDC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoeversubject to the provisions of the Global Bond, whether or not such Bond be overdue, and none of the ProvinceEDC, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period from November 17, 2004 (ithe “First Record Date”) to December 2, 2004 (the “First Interest Payment Date”) or from the any Regular Record Date (as defined in the Bonds) to the corresponding Interest Payment Date (as defined in the Bonds) or Maturity Date (iias defined in the Bonds) or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on the First Record Date or such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form case may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to abovebe.

Registration, Transfers and Exchanges. (a) 6.1 The Canadian Registrar, as agent of the Province TCCI for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanXxxxxxx, The City and State of New YorkXxxxxxx, Xxxxxx, a central securities register or registers (hereinafter the “Register” or “Registers”) for the registration of all Registered Notes and registration of transfers and exchanges of BondsRegistered Notes, in which shall be entered the names and addresses of the registered holders of Bonds names, alphabetically arranged, and the principal amount latest known address of and other particulars each person who is or has been a registered holder of Registered Notes, the Bonds number of Registered Notes held by them, and the date and particulars of the issue and transfer of each Registered Note, all in accordance with section 50 of the Canada Business Corporations Act. The European Registrar, as well as any other information agent of TCCI for such purpose, shall at all times keep at its principal offices in Luxembourg, a branch register (hereinafter the “Branch Register”) for the registration of European Notes and registration of transfers and exchanges of European Notes, in which shall be entered the names, alphabetically arranged, and the latest known address of each person who is or has been a registered holder of European Notes, the number of Registered Notes held by them, and the date and particulars of the issue and transfer of each Registered Note, all in accordance with section 50 of the Canada Business Corporations Act. 6.2 The Transfer Agent shall notify the Registrar is of each registration required to be made by regulation the Registrar in the Register and the Branch Register, as applicable, and the Registrar shall make a corresponding registration in the Register and the Branch Register, as applicable. For purposes of maintaining the Register, European Registrar shall notify the Canadian Registrar of all notations made in the Branch Register and particulars of each issue or otherwise to maintain. transfer of Registered Notes registered in the Branch Register shall also be entered by the Canadian Registrar in the Register as soon as practicable following receipt of such notice. 6.3 Subject to Section 6 7 hereof, upon surrender for registration of transfer of any Bond Registered Note at said its office, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Registered Note or Bonds of like tenor and Registered Notes for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. nominal amount. 6.4 Subject to Section 6 7 hereof, upon surrender of any Bond Registered Note at said its office for exchange, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register (in the case of the Registrar), procure the Registrar to register (in the case of the Transfer Agent) and deliver, in exchange for such BondRegistered Note, a new Bond Registered Note or new Bonds Registered Notes of the appropriate authorized authorised denomination(s) and for a like aggregate principal nominal amount in accordance with the provisions of the BondsRegistered Notes. The Province TCCI, the Registrar and the Registrar Transfer Agent shall not be required to make any exchange of Bonds if, Registered Notes if as a result thereof, the Province TCCI would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) 6.5 All new Bonds Registered Notes authenticated and delivered by the Registrar or the Transfer Agent, as the case may be, upon registration of transfer or in exchange for Bonds Registered Notes of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) 6.6 All Bonds Registered Notes presented or surrendered for registration of transfer, transfer or exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarRegistrar or the Transfer Agent, as the case may be, which form shall be substantially in the form appended to the Registered Notes and otherwise in accordance with the prevailing transfer regulations and practices of the relevant Clearing System and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeauthorised attorney. (d) 6.7 The Registrar and any Additional or the Transfer Agent Agent, as the case may be, shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessRegistered Notes; however, the Province however TCCI may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsRegistered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify . 6.8 TCCI, the Registrar Registrar, the Transfer Agent and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any other Paying Agent may (except as ordered by a court of competent jurisdiction or Additional Transfer Agent may as required by law) treat the person in whose name any Bond Registered Note is registered as the absolute owner of such Bond Registered Note for the purpose of receiving payment of principal of and interest on such BondRegistered Note, and all other purposes whatsoeversubject to the provisions of the Registered Global Note, whether or not such Bond Registered Note be overdueoverdue and notwithstanding any notice of ownership, and none of the Province, the Registrar, any Paying Agent theft or loss or any Additional Transfer Agent shall be affected writing thereon made by any notice to the contrary anyone, and any such payment shall be a good and sufficient discharge to the ProvinceTCCI, the Registrar Registrar, the Transfer Agent and any other Paying Agent or Additional Transfer Agent for the amount so paid, provided that where the Registrar, the Transfer Agent or any other Paying Agent, as the case may be, has notified TCCI of the presentation and surrender of any Registered Note in accordance with Subsection 9.2, the Registrar, the Transfer Agent or any other Paying Agent shall not make payment thereon until so instructed by TCCI. (f) 6.9 The Registrar shall not be required to register any transfer or exchange of Bonds (register, and any Additional the Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of procure the Registrar to register, any transfer or exchange by the Registrar) of Registered Notes during the period (i) from the any Regular Record Date (as defined in the BondsRegistered Notes) to the corresponding Interest Payment Date (as defined in the Bondsapplicable Final Terms) or Maturity Date (iias defined in the applicable Final Terms) or from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”Date (as defined in the Registered Notes) to the date of early redemption of Redemption Date (as defined in the Bonds (the “Redemption Date”). For Registered Notes) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) 8 hereof, such payment shall be made to those persons in whose names the Bonds Registered Notes are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form case may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to abovebe.

Registration, Transfers and Exchanges. (a) 6.1 The Registrar, as agent of NHI and the Province Guarantor for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanLondon, The City and State of New YorkEngland, a central securities register or registers (hereinafter the “Register” or “Registers”) for the registration of Registered Notes and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds Registered Notes held by them, as well as any other information and the date and particulars of the issue and transfer of each Registered Note. The Registrar shall make available to NHI and the Guarantor, upon request, a copy of the Register. 6.2 The Transfer Agent shall notify the Registrar is of each registration required to be made by regulation or otherwise to maintain. the Registrar in the Register and the Registrar shall make a corresponding registration in the Register. 6.3 Subject to Section 6 Clause 7 hereof, upon surrender for registration of transfer of any Bond Registered Note at said its office, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Registered Note or Bonds of like tenor and Registered Notes for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. nominal amount. 6.4 Subject to Section 6 Clause 7 hereof, upon surrender of any Bond Registered Note at said its office for exchange, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register (in the case of the Registrar), procure the Registrar to register (in the case of the Transfer Agent) and deliver, in exchange for such BondRegistered Note, a new Bond Registered Note or new Bonds Registered Notes of the appropriate authorized authorised denomination(s) and for a like aggregate principal nominal amount in accordance with the provisions of the BondsRegistered Notes. The Province NHI, the Registrar and the Registrar Transfer Agent shall not be required to make any exchange of Bonds if, Registered Notes if as a result thereof, the Province NHI would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) 6.5 All new Bonds Registered Notes authenticated and delivered by the Registrar or the Transfer Agent, as the case may be, upon registration of transfer or in exchange for Bonds Registered Notes of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) 6.6 All Bonds Registered Notes presented or surrendered for registration of transfer, transfer or exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarRegistrar or the Transfer Agent, as the case may be, which form shall be substantially in the form appended to the Registered Notes and otherwise in accordance with the prevailing transfer regulations and practices of the Relevant Clearing System and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeauthorised attorney. (d) 6.7 The Registrar and any Additional or the Transfer Agent Agent, as the case may be, shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in Registered Notes; however NHI or the normal course of business; however, the Province Guarantor may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsRegistered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify . 6.8 NHI, the Registrar Guarantor, the Registrar, the Transfer Agent and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any other Paying Agent may (except as ordered by a court of competent jurisdiction or Additional Transfer Agent may as required by law) treat the person in whose name any Bond Registered Note is registered as the absolute owner of such Bond Registered Note for the purpose of receiving payment of principal of and interest on such BondRegistered Note, and all other purposes whatsoeversubject to the provisions of the Registered Global Note, whether or not such Bond Registered Note be overdueoverdue and notwithstanding any notice of ownership, and none of the Province, the Registrar, any Paying Agent theft or loss or any Additional Transfer Agent shall be affected writing thereon made by any notice to the contrary anyone, and any such payment shall be a good and sufficient discharge to NHI and the ProvinceGuarantor, the Registrar Registrar, the Transfer Agent and any other Paying Agent or Additional Transfer Agent for the amount so paid, provided that where the Registrar, the Transfer Agent or any other Paying Agent, as the case may be, has notified NHI and the Guarantor of the presentation and surrender of any Registered Note in accordance with Clause 12.2, the Registrar, the Transfer Agent or any other Paying Agent shall not make payment thereon until so instructed by NHI and the Guarantor. (f) 6.9 The Registrar shall not be required to register any transfer or exchange of Bonds (register, and any Additional the Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of procure the Registrar to register, any transfer or exchange by the Registrar) of Registered Notes during the period (i) from the any Regular Record Date (as defined in the BondsRegistered Notes) to the corresponding Interest Payment Date (as defined in the Bondsapplicable Final Terms) or Maturity Date (iias defined in the applicable Final Terms) or from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”Date (as defined in the Registered Notes) to the date of early redemption of Redemption Date (as defined in the Bonds (the “Redemption Date”). For Registered Notes) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) Clause 8 hereof, such payment shall be made to those persons in whose names the Bonds Registered Notes are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form case may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to abovebe.

Registration, Transfers and Exchanges. (a) The RegistrarFiscal Agent, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, York or at such other office reasonably satisfactory to the Province (the “Fiscal Agent’s Office”) a register or registers (hereinafter the “Register” or “Registers”) for the initial registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof6, upon surrender for registration of transfer of any Bond at said officethe Fiscal Agent’s Office, the Registrar Fiscal Agent shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to in accordance with the same terms and conditions as provisions of the Bond so surrenderedBonds. Subject to Section 6 hereof6, upon surrender of any Bond at said office the Fiscal Agent’s Office for exchange, exchange the Registrar Fiscal Agent shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) denomination or denominations and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar Fiscal Agent shall not be required to make any exchange of Bonds if, as a result thereof, the Province would may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar Fiscal Agent upon registration of transfer or in exchange for Bonds of other denominations shall be dated so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarFiscal Agent, which form shall be in accordance with the prevailing United States transfer regulations and practices and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney. (d) The Registrar and any Additional Transfer Fiscal Agent shall not impose any service charge on the registered holder for any such registration of transfer or exchange of Bonds in other than reasonable fees for the normal course replacement of businesslost, stolen, mutilated, defaced or destroyed Bond certificates; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify In addition, owners of beneficial interests in the Registrar Bonds may incur fees payable in respect of the maintenance and any Additional Transfer Agent operation of the book-entry accounts in writing of any which such requirementinterests are held with the clearing systems. (e) The Province, Province and the Registrar Fiscal Agent shall deem and any Paying Agent or Additional Transfer Agent may treat the person in whose name any a Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be is overdue, and none of neither the Province, Province or the Registrar, any Paying Agent or any Additional Transfer Fiscal Agent shall be affected by any notice to the contrary contrary. All payments to or on the order of the registered holder of any Bond are valid and any effectual to discharge the liability of the Province or the Fiscal Agent on such payment shall be a good and sufficient discharge Bond to the Province, extent of the Registrar and any Paying Agent sum or Additional Transfer Agent for the amount so sums paid. (f) The Registrar Fiscal Agent shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular any Record Date (as defined in the Bonds) to the next following Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For and for the purposes of any interest payment made on an Interest Payment Date in accordance with Section 7(a), (b), (c7(b) or (d) hereofc), such payment shall be made to those persons in whose names the Bonds are registered at the close of business on such Regular Record Date or Redemption the Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with . In this Agreement. Each Additional Transfer Agent shall promptly forward , the terms “Interest Payment Date” and “Record Date” will bear the meanings ascribed to them in the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to aboveBonds.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The the City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any 2017 Bond or 2018 Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and such series for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any 2017 Bond or 2018 Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of such series of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the such Bonds. The Province and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The the City of New York or by a member of the New York Stock Exchange. (d) The Registrar and any each Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of business; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be overdue, and none of the Province, the Registrar, any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular Record Date (as defined in the Bonds) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province EDC for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanNew York, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of the Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province EDC and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province EDC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss the date of interest shall result from such registration of transfer or exchangeauthentication. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney-in-fact. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however EDC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoeversubject to the provisions of the Global Bond, whether or not such Bond be overdue, and none of the ProvinceEDC, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the any Regular Record Date (as defined in the Bonds) to the any Interest Payment Date (as defined in the Bonds) or Maturity Date (iias defined in the Bonds) or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) ‌ 6.1 The Registrar, as agent of the Province TMCC for such purpose, shall at all times keep at its principal office offices in the Borough of Manhattan, The City and State of New YorkLuxembourg, a central securities register or registers (hereinafter the “Register” or “Registers”) for the registration of Registered Notes and registration of transfers and exchanges of BondsRegistered Notes, in which shall be entered the names and addresses of the registered holders of Bonds names, alphabetically arranged, and the principal amount latest known address of and other particulars each person who is or has been a registered holder of Registered Notes, the Bonds number of Registered Notes held by them, as well as any other information and the date and particulars of the issue and transfer of each Registered Note. 6.2 The Transfer Agent shall notify the Registrar is of each registration required to be made by regulation or otherwise to maintain. the Registrar in the Register and the Registrar shall make a corresponding registration in the Register. 6.3 Subject to Section 6 7 hereof, upon surrender for registration of transfer of any Bond Registered Note at said its office, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Registered Note or Bonds of like tenor and Registered Notes for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. nominal amount. 6.4 Subject to Section 6 7 hereof, upon surrender of any Bond Registered Note at said its office for exchange, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register (in the case of the Registrar), procure the Registrar to register (in the case of the Transfer Agent) and deliver, in exchange for such BondRegistered Note, a new Bond Registered Note or new Bonds Registered Notes of the appropriate authorized authorised denomination(s) and for a like aggregate principal nominal amount in accordance with the provisions of the BondsRegistered Notes. The Province TMCC, the Registrar and the Registrar Transfer Agent shall not be required to make any exchange of Bonds if, Registered Notes if as a result thereof, the Province TMCC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) 6.5 All new Bonds Registered Notes authenticated and delivered by the Registrar or the Transfer Agent, as the case may be, upon registration of transfer or in exchange for Bonds Registered Notes of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) 6.6 All Bonds Registered Notes presented or surrendered for registration of transfer, transfer or exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarRegistrar or the Transfer Agent, as the case may be, which form shall be substantially in the form appended to the Registered Notes and otherwise in accordance with the prevailing transfer regulations and practices of the relevant Clearing System and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeauthorised attorney. (d) 6.7 The Registrar and any Additional or the Transfer Agent Agent, as the case may be, shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessRegistered Notes; however, the Province however TMCC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsRegistered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify . 6.8 TMCC, the Registrar Registrar, the Transfer Agent and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any other Paying Agent may (except as ordered by a court of competent jurisdiction or Additional Transfer Agent may as required by law) treat the person in whose name any Bond Registered Note is registered as the absolute owner of such Bond Registered Note for the purpose of receiving payment of principal of and interest on such BondRegistered Note, and all other purposes whatsoeversubject to the provisions of the Registered Global Note, whether or not such Bond Registered Note be overdueoverdue and notwithstanding any notice of ownership, and none of the Province, the Registrar, any Paying Agent theft or loss or any Additional Transfer Agent shall be affected writing thereon made by any notice to the contrary anyone, and any such payment shall be a good and sufficient discharge to the ProvinceTMCC, the Registrar Registrar, the Transfer Agent and any other Paying Agent or Additional Transfer Agent for the amount so paid, provided that where the Registrar, the Transfer Agent or any other Paying Agent, as the case may be, has notified TMCC of the presentation and surrender of any Registered Note in accordance with Subsection 9.2, the Registrar, the Transfer Agent or any other Paying Agent shall not make payment thereon until so instructed by TMCC. (f) 6.9 The Registrar shall not be required to register any transfer or exchange of Bonds (register, and any Additional the Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of procure the Registrar to register, any transfer or exchange by the Registrar) of Registered Notes during the period (i) from the any Regular Record Date (as defined in the BondsRegistered Notes) to the corresponding Interest Payment Date (as defined in the Bondsapplicable Final Terms) or Maturity Date (iias defined in the applicable Final Terms) or from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”Date (as defined in the Registered Notes) to the date of early redemption of Redemption Date (as defined in the Bonds (the “Redemption Date”). For Registered Notes) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) 8 hereof, such payment shall be made to those persons in whose names the Bonds Registered Notes are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form case may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to abovebe.

Registration, Transfers and Exchanges. (a) 6.1 The Registrar, as agent of NCC and the Province Guarantor for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanLondon, The City and State of New YorkEngland, a central securities register or registers (hereinafter the “Register” or “Registers”) for the registration of Registered Notes and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds Registered Notes held by them, as well as any other information and the date and particulars of the issue and transfer of each Registered Note. The Registrar shall make available to NCC and the Guarantor, upon request, a copy of the Register. 6.2 The Transfer Agent shall notify the Registrar is of each registration required to be made by regulation or otherwise to maintain. the Registrar in the Register and the Registrar shall make a corresponding registration in the Register. 6.3 Subject to Section 6 Clause 7 hereof, upon surrender for registration of transfer of any Bond Registered Note at said its office, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond Registered Note or Bonds of like tenor and Registered Notes for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. nominal amount. 6.4 Subject to Section 6 Clause 7 hereof, upon surrender of any Bond Registered Note at said its office for exchange, the Registrar or the Transfer Agent, as the case may be, shall authenticate, register (in the case of the Registrar), procure the Registrar to register (in the case of the Transfer Agent) and deliver, in exchange for such BondRegistered Note, a new Bond Registered Note or new Bonds Registered Notes of the appropriate authorized authorised denomination(s) and for a like aggregate principal nominal amount in accordance with the provisions of the BondsRegistered Notes. The Province NCC, the Registrar and the Registrar Transfer Agent shall not be required to make any exchange of Bonds if, Registered Notes if as a result thereof, the Province NCC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) 6.5 All new Bonds Registered Notes authenticated and delivered by the Registrar or the Transfer Agent, as the case may be, upon registration of transfer or in exchange for Bonds Registered Notes of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) 6.6 All Bonds Registered Notes presented or surrendered for registration of transfer, transfer or exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the RegistrarRegistrar or the Transfer Agent, as the case may be, which form shall be substantially in the form appended to the Registered Notes and otherwise in accordance with the prevailing transfer regulations and practices of the Relevant Clearing System and duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeauthorised attorney. (d) 6.7 The Registrar and any Additional or the Transfer Agent Agent, as the case may be, shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in Registered Notes; however NCC or the normal course of business; however, the Province Guarantor may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the BondsRegistered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify . 6.8 NCC, the Registrar Guarantor, the Registrar, the Transfer Agent and any Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any other Paying Agent may (except as ordered by a court of competent jurisdiction or Additional Transfer Agent may as required by law) treat the person in whose name any Bond Registered Note is registered as the absolute owner of such Bond Registered Note for the purpose of receiving payment of principal of and interest on such BondRegistered Note, and all other purposes whatsoeversubject to the provisions of the Registered Global Note, whether or not such Bond Registered Note be overdueoverdue and notwithstanding any notice of ownership, and none of the Province, the Registrar, any Paying Agent theft or loss or any Additional Transfer Agent shall be affected writing thereon made by any notice to the contrary anyone, and any such payment shall be a good and sufficient discharge to NCC and the ProvinceGuarantor, the Registrar Registrar, the Transfer Agent and any other Paying Agent or Additional Transfer Agent for the amount so paid, provided that where the Registrar, the Transfer Agent or any other Paying Agent, as the case may be, has notified NCC and the Guarantor of the presentation and surrender of any Registered Note in accordance with Clause 12.2, the Registrar, the Transfer Agent or any other Paying Agent shall not make payment thereon until so instructed by NCC and the Guarantor. (f) 6.9 The Registrar shall not be required to register any transfer or exchange of Bonds (register, and any Additional the Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of procure the Registrar to register, any transfer or exchange by the Registrar) of Registered Notes during the period (i) from the any Regular Record Date (as defined in the BondsRegistered Notes) to the corresponding Interest Payment Date (as defined in the Bondsapplicable Final Terms) or Maturity Date (iias defined in the applicable Final Terms) or from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”Date (as defined in the Registered Notes) to the date of early redemption of Redemption Date (as defined in the Bonds (the “Redemption Date”). For Registered Notes) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c) or (d) Clause 8 hereof, such payment shall be made to those persons in whose names the Bonds Registered Notes are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form case may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to abovebe.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province EDC for such purpose, shall at all times keep at its principal office offices in the Borough of ManhattanNew York, The City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of the Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrenderedamount. Subject to Section 6 hereof, upon surrender of any Bond Bxxx at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province EDC and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province EDC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss the date of interest shall result from such registration of transfer or exchangeauthentication. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, which form shall be duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a member of the New York Stock Exchangeattorney-in-fact. (d) The Registrar and any Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of businessBonds; however, the Province however EDC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall notify the Registrar and any Additional Transfer Agent in writing of any such requirement. (e) The ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoeversubject to the provisions of the Global Bond, whether or not such Bond be overdue, and none of the ProvinceEDC, the Registrar, Registrar or any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the ProvinceEDC, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the any Regular Record Date (as defined in the Bonds) to the any Interest Payment Date (as defined in the Bonds) or (ii) Maturity Date or from the close of business on the fifteenth 15th calendar day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For ) and for the purposes of any interest payment made in accordance with Section 7(a), (b), (c7(b) or (dc) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province for such purpose, shall at all times keep at its principal office in the Borough of Manhattan, The the City and State of New York, a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the principal amount of and other particulars of the Bonds held by them, as well as any other information the Registrar is required by regulation or otherwise to maintain. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds of like tenor and for a like aggregate principal amount and otherwise subject to the same terms and conditions as the Bond so surrendered. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Registrar shall not be required to make any exchange of Bonds if, if as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar, duly executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly guaranteed by a commercial bank or trust company having its principal office in The the City of New York or by a member of the New York Stock Exchange. (d) The Registrar and any each Additional Transfer Agent shall not impose any service charge on the registered holder for on any such registration of transfer or exchange of Bonds in the normal course of business; however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. The Province shall promptly notify the Registrar and any each Additional Transfer Agent in writing of any such requirement. (e) The Province, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be overdue, and none of the Province, the Registrar, any Paying Agent or any Additional Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for registration of transfer or exchange by the Registrar) during the period (i) from the Regular Record Date (as defined in the Bonds) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business on the fifteenth day preceding the date of early redemption of the Bonds (the “Redemption Record Date”) to the date of early redemption of the Bonds (the “Redemption Date”). For the purposes of any interest payment made in accordance with Section 7(a), (b7(b), (c) or (d) hereof, such payment shall be made to those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date. (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of transfer referred to above.