Common use of Registration, Transfers and Exchanges Clause in Contracts

Registration, Transfers and Exchanges. 6.1 The Registrar, as agent of NCC and the Guarantor for such purpose, shall at all times keep at its principal offices in London, England, a central securities register (hereinafter the “Register”) for the registration of Registered Notes and registration of transfers and exchanges of Registered Notes held by them, 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 of each registration required to be made by the Registrar in the Register and the Registrar shall make a corresponding registration in the Register. 6.3 Subject to Clause 7 hereof, upon surrender for registration of transfer of any Registered Note at 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 Registered Note or Registered Notes for a like aggregate nominal amount. 6.4 Subject to Clause 7 hereof, upon surrender of any Registered Note at 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 Registered Note, a new Registered Note or Registered Notes of the appropriate authorised denomination(s) and for a like aggregate nominal amount in accordance with the provisions of the Registered Notes. NCC, the Registrar and the Transfer Agent shall not be required to make any exchange of Registered Notes if as a result thereof, 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. 6.5 All new 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 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. 6.6 All Registered Notes presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar 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 duly authorised attorney. 6.7 The Registrar or the Transfer Agent, as the case may be, shall not impose any service charge on the registered holder on any such registration of transfer or exchange of Registered Notes; however NCC or the 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 Registered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. 6.8 NCC, the Guarantor, the Registrar, the Transfer Agent and any other Paying Agent may (except as ordered by a court of competent jurisdiction or as required by law) treat the person in whose name any Registered Note is registered as the absolute owner of such Registered Note for the purpose of receiving payment of principal of and interest on such Registered Note, subject to the provisions of the Registered Global Note, whether or not such Registered Note be overdue and notwithstanding any notice of ownership, theft or loss or any writing thereon made by anyone, and any such payment shall be a good and sufficient discharge to NCC and the Guarantor, the Registrar, the Transfer Agent and any other Paying 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. 6.9 The Registrar shall not be required to register, and the Transfer Agent shall not be required to procure the Registrar to register, any transfer or exchange of Registered Notes during the period from any Regular Record Date (as defined in the Registered Notes) to the corresponding Interest Payment Date (as defined in the applicable Final Terms) or Maturity Date (as defined in the applicable Final Terms) or from the close of business on the Redemption Record Date (as defined in the Registered Notes) to the Redemption Date (as defined in the Registered Notes) and for the purposes of any interest payment made in accordance with Clause 8 hereof, such payment shall be made to those persons in whose names the Registered Notes are registered on such Regular Record Date or Redemption Record Date, as the case may be.

Registration, Transfers and Exchanges. 6.1 (a) The RegistrarFiscal Agent, as agent of NCC and the Guarantor Province for such purpose, shall at all times keep at its principal offices office in Londonthe Borough of Manhattan, EnglandThe City and State of New York, a central securities register or registers (hereinafter the “Register” or “Registers”) for the registration of Registered Notes and registration of transfers and exchanges of Registered Notes, in which shall be entered the names and addresses of the registered holders of Notes and the principal amount of and other particulars of the Notes held by them, and as well as any other information the date and particulars of the issue and transfer of each Registered NoteFiscal Agent is required by regulation or otherwise to maintain. 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 of each registration required to be made by the Registrar in the Register and the Registrar shall make a corresponding registration in the Register. 6.3 Subject to Clause 7 hereofSection 14, upon surrender for registration of transfer of any Registered Note at its said office, the Registrar or the Transfer Agent, as the case may be, Fiscal Agent shall authenticate, register and deliver, in the name of the transferee or transferees, a new Registered Note or Registered Notes of like tenor and for a like aggregate nominal amount. 6.4 principal amount and otherwise subject to the same terms and conditions as the Note so surrendered. Subject to Clause 7 hereofSection 14, upon surrender of any Registered Note at its said office for exchange, the Registrar or the Transfer Agent, as the case may be, Fiscal Agent 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 Registered Note, a new Registered Note or Registered new Notes of like tenor and of the appropriate authorised authorized denomination(s) and for a like aggregate nominal principal amount and otherwise subject to the same terms and conditions as the Note so surrendered in accordance with the provisions of the Registered Notes. NCC, the Registrar The Province and the Transfer Fiscal Agent shall not be required to make any exchange of Registered Notes if if, as a result thereof, NCC 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. 6.5 (b) All new Registered Notes authenticated and delivered by the Registrar or the Transfer Agent, as the case may be, Fiscal Agent upon registration of transfer or in exchange for 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. 6.6 (c) All Registered Notes presented or surrendered for registration of transfer transfer, exchange or exchange payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar or the Transfer Fiscal 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 authorised attorneyauthorized 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. 6.7 (d) The Registrar or the Fiscal Agent and any Additional Transfer Agent, as the case may be, Agent shall not impose any service charge on the registered holder on for any such registration of transfer or exchange of Registered NotesNotes in the normal course of business; however NCC or however, the Guarantor 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 Registered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. 6.8 NCC, . The Province shall notify the Guarantor, the Registrar, the Transfer Fiscal Agent and any other Additional Transfer Agent in writing of any such requirement. (e) The Province, the Fiscal Agent and any Additional Paying Agent or Additional Transfer Agent may (except as ordered by a court of competent jurisdiction or as required by law) treat the person in whose name any Registered Note is registered as the absolute owner of such Registered Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Registered Note, subject to the provisions of the Registered Global Noteand all other purposes whatsoever, whether or not such Registered Note be overdue overdue, and notwithstanding none of the Province, the Fiscal Agent, any Additional Paying Agent or any Additional Transfer Agent shall be affected by any notice of ownership, theft or loss or any writing thereon made by anyone, to the contrary and any such payment shall be a good and sufficient discharge to NCC and the GuarantorProvince, the Registrar, the Transfer Fiscal Agent and any other Additional 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. 6.9 (f) The Registrar shall not be required to register, and the Transfer Fiscal Agent shall not be required to procure the Registrar to register, register any transfer or exchange of Registered Notes during the period (i) from any Regular the Record Date (as defined in the Registered Notes) to the corresponding Interest Payment Date (as defined in the applicable Final TermsNotes), (ii) or Maturity Date (as defined in the applicable Final Terms) or from the close of business on the fifteenth day preceding the date of early redemption of the Notes in accordance with Section 8 hereof (the “Redemption Record Date (as defined in the Registered NotesDate”) to the Redemption Date (as defined herein), except in the Registered Notescase of any Note to be redeemed in part, the portion thereof not to be redeemed, or (iii) and for from the close of business on the fifteenth day preceding the date of early repayment of the Notes in accordance with Section 9 hereof (the “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 Clause 8 Section 6(a), (b), (c), (d) or (e) hereof, such payment shall be made to those persons in whose names the Registered 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 case Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Notes in definitive form may bebe presented for registration of transfer or exchange by the Fiscal Agent in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Fiscal Agent all such Notes received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. 6.1 (a) The RegistrarFiscal Agent, as agent of NCC and the Guarantor Province for such purpose, shall at all times keep at its principal offices office in Londonthe Borough of Manhattan, EnglandThe City and State of New York, a central securities register or registers (hereinafter the “Register” or “Registers”) for the registration of Registered Notes and registration of transfers and exchanges of Registered Notes, in which shall be entered the names and addresses of the registered holders of Notes and the principal amount of and other particulars of the Notes held by them, and as well as any other information the date and particulars of the issue and transfer of each Registered NoteFiscal Agent is required by regulation or otherwise to maintain. 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 of each registration required to be made by the Registrar in the Register and the Registrar shall make a corresponding registration in the Register. 6.3 Subject to Clause 7 hereofSection 14, upon surrender for registration of transfer of any Registered Note at its said office, the Registrar or the Transfer Agent, as the case may be, Fiscal Agent shall authenticate, register and deliver, in the name of the transferee or transferees, a new Registered Note or Registered Notes of like tenor and for a like aggregate nominal amount. 6.4 principal amount and otherwise subject to the same terms and conditions as the Note so surrendered. Subject to Clause 7 hereofSection 14, upon surrender of any Registered Note at its said office for exchange, the Registrar or the Transfer Agent, as the case may be, Fiscal Agent 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 Registered Note, a new Registered Note or Registered new Notes of like tenor and of the appropriate authorised authorized denomination(s) and for a like aggregate nominal principal amount and otherwise subject to the same terms and conditions as the Note so surrendered in accordance with the provisions of the Registered Notes. NCC, the Registrar The Province and the Transfer Fiscal Agent shall not be required to make any exchange of Registered Notes if if, as a result thereof, NCC 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. 6.5 (b) All new Registered Notes authenticated and delivered by the Registrar or the Transfer Agent, as the case may be, Fiscal Agent upon registration of transfer or in exchange for 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. 6.6 (c) All Registered Notes presented or surrendered for registration of transfer transfer, exchange or exchange payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Registrar or the Transfer Fiscal 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 authorised attorneyauthorized 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. 6.7 (d) The Registrar or the Fiscal Agent and any Additional Transfer Agent, as the case may be, Agent shall not impose any service charge on the registered holder on for any such registration of transfer or exchange of Registered NotesNotes in the normal course of business; however NCC or however, the Guarantor 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 Registered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. 6.8 NCC, . The Province shall notify the Guarantor, the Registrar, the Transfer Fiscal Agent and any other Additional Transfer Agent in writing of any such requirement. (e) The Province, the Fiscal Agent and any Additional Paying Agent or Additional Transfer Agent may (except as ordered by a court of competent jurisdiction or as required by law) treat the person in whose name any Registered Note is registered as the absolute owner of such Registered Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Registered Note, subject to the provisions of the Registered Global Noteand all other purposes whatsoever, whether or not such Registered Note be overdue overdue, and notwithstanding none of the Province, the Fiscal Agent, any Additional Paying Agent or any Additional Transfer Agent shall be affected by any notice of ownership, theft or loss or any writing thereon made by anyone, to the contrary and any such payment shall be a good and sufficient discharge to NCC and the GuarantorProvince, the Registrar, the Transfer Fiscal Agent and any other Additional 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. 6.9 (f) The Registrar shall not be required to register, and the Transfer Fiscal Agent shall not be required to procure the Registrar to register, register any transfer or exchange of Registered Notes during the period (i) from any Regular the Record Date (as defined in the Registered Notes) to the corresponding Interest Payment Date (as defined in the applicable Final TermsNotes), (ii) or Maturity Date (as defined in the applicable Final Terms) or from the close of business on the fifteenth day preceding the date of early redemption of the Notes in accordance with Section 8 hereof (the “Redemption Record Date (as defined in the Registered NotesDate”) to the Redemption Date (as defined herein), except in the Registered Notescase of any Note to be redeemed in part, the portion thereof not to be redeemed, or (iii) and for from the close of business on the fifteenth day preceding the date of early repayment of the Notes in accordance with Section 9 hereof (the “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 Clause 8 Section 6(a), (b), (c) or (d) hereof, such payment shall be made to those persons in whose names the Registered 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 case Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Notes in definitive form may bebe presented for registration of transfer or exchange by the Fiscal Agent in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Fiscal Agent all such Notes received by it, together with the written instrument or instruments of transfer referred to above.

Registration, Transfers and Exchanges. 6.1 The Registrar, as agent of NCC and the Guarantor for such purpose, shall at all times keep at its principal offices in London, England, a central securities register (hereinafter the “Register”) for the registration of Registered Notes and registration of transfers and exchanges of Registered Notes held by them, 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 of each registration required to be made by the Registrar in the Register and the Registrar shall make a corresponding registration in the Register. 6.3 Subject to Clause Section 7 hereof, upon surrender for registration of transfer of any Registered Note at 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 Registered Note or Registered Notes for a like aggregate nominal amount. 6.4 Subject to Clause Section 7 hereof, upon surrender of any Registered Note at 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 Registered Note, a new Registered Note or Registered Notes of the appropriate authorised denomination(s) and for a like aggregate nominal amount in accordance with the provisions of the Registered Notes. NCCTMCC, the Registrar and the Transfer Agent shall not be required to make any exchange of Registered Notes if as a result thereof, NCC 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. 6.5 All new 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 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. 6.6 All Registered Notes presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar 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 relevant Clearing System and duly executed by the registered holder or its duly authorised attorney. 6.7 The Registrar or the Transfer Agent, as the case may be, shall not impose any service charge on the registered holder on any such registration of transfer or exchange of Registered Notes; however NCC or the Guarantor 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 Registered Notes, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. 6.8 NCC, the GuarantorTMCC, the Registrar, the Transfer Agent and any other Paying Agent may (except as ordered by a court of competent jurisdiction or as required by law) treat the person in whose name any Registered Note is registered as the absolute owner of such Registered Note for the purpose of receiving payment of principal of and interest on such Registered Note, subject to the provisions of the Registered Global Note, whether or not such Registered Note be overdue and notwithstanding any notice of ownership, theft or loss or any writing thereon made by anyone, and any such payment shall be a good and sufficient discharge to NCC and the GuarantorTMCC, the Registrar, the Transfer Agent and any other Paying 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 TMCC of the presentation and surrender of any Registered Note in accordance with Clause 12.2Subsection 9.2, the Registrar, the Transfer Agent or any other Paying Agent shall not make payment thereon until so instructed by NCC and the GuarantorTMCC. 6.9 The Registrar shall not be required to register, and the Transfer Agent shall not be required to procure the Registrar to register, any transfer or exchange of Registered Notes during the thePage 10 period from any Regular Record Date (as defined in the Registered Notes) to the corresponding Interest Payment Date (as defined in the applicable Final Terms) or Maturity Date (as defined in the applicable Final Terms) or from the close of business on the Redemption Record Date (as defined in the Registered Notes) to the Redemption Date (as defined in the Registered Notes) and for the purposes of any interest payment made in accordance with Clause Section 8 hereof, such payment shall be made to those persons in whose names the Registered Notes are registered on such Regular Record Date or Redemption Record Date, as the case may be.