Common use of Registrar Clause in Contracts

Registrar. (a) With respect to the Loans, the Facility Agent, acting solely for this purpose as non-fiduciary agent of the Borrower, shall maintain an office or agency, where the Loans may be presented or surrendered for registration of transfer or for exchange (the “Registrar”) and where notices and demands in respect of the payment of Loans may be served. The Borrower shall cause the Registrar of Loans to keep a register for the Loans and of their transfer (the “Register”). Written Notice of the location of each such office or agency and of any change of location thereof shall be given by the Facility Agent to the Borrower. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served on the Facility Agent at the Principal Office. A copy of the Register for the Loans shall be available to the Borrower within two (2) Business Days of such Person’s reasonable request. (b) The Registrar shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States, any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $250,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of Luxembourg, the Cayman Islands or of the United States, any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least $250,000,000) and shall be authorized under the laws of Luxembourg, the Cayman Islands or the United States, any state or territory thereof or the District of Columbia to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Facility Agent shall initially be the Registrar hereunder with respect to the Loans. No changes to the Register are permitted after Record Date. (c) The Registrar may at any time resign by giving Written Notice of resignation to the Facility Agent, the Lenders and the Borrower. The Borrower may, and at the request of the Facility Agent shall, at any time terminate the appointment of the Registrar by giving Written Notice of termination to the Registrar, the Lenders and to the Facility Agent. Upon the resignation or termination of the Registrar (when no other Registrar performing the functions of the Registrar shall have been appointed by the Facility Agent), the Borrower shall promptly appoint one or more qualified successor Registrars, reasonably satisfactory to the Facility Agent and the Lenders to perform the functions of the Registrar. The Borrower shall give Written Notice of any such appointment made by it to the Facility Agent; and the Facility Agent shall mail notice of such appointment to all Lenders as their names and addresses appear on the Register for the Loans.

Registrar. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (athe register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Security Register") With respect in which, subject to the Loanssuch reasonable regulations as it may prescribe, the Facility Agent, acting solely Company shall provide for this purpose as non-fiduciary agent the registration of the Borrower, shall maintain Securities and of transfers of Securities ("Security Registrar"). Upon surrender for registration of transfer of any Security at an office or agencyagency of the Company designated pursuant to Section 1002 for such purpose, where the Loans Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount, all as requested by the transferor. At the option of the Holder, a Security may be exchanged for one or more Securities of any authorized denomination and of a like aggregate principal amount, upon surrender of the Security to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (the “Registrar”) and where notices and demands in respect of the payment of Loans may be served. The Borrower shall cause the Registrar of Loans to keep a register for the Loans and of their transfer (the “Register”). Written Notice of the location of each such office or agency and of any change of location thereof shall be given if so required by the Facility Agent to the Borrower. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served on the Facility Agent at the Principal Office. A copy of the Register for the Loans shall be available to the Borrower within two (2) Business Days of such Person’s reasonable request. (b) The Registrar shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States, any state or territory thereof Company or the District of ColumbiaTrustee) be duly endorsed, with a combined capital and surplus of at least $250,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed be accompanied by a corporation organized and doing business under the laws written instrument of Luxembourg, the Cayman Islands or of the United States, any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least $250,000,000) and shall be authorized under the laws of Luxembourg, the Cayman Islands or the United States, any state or territory thereof or the District of Columbia to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Facility Agent shall initially be the Registrar hereunder with respect to the Loans. No changes to the Register are permitted after Record Date. (c) The Registrar may at any time resign by giving Written Notice of resignation to the Facility Agent, the Lenders and the Borrower. The Borrower may, and at the request of the Facility Agent shall, at any time terminate the appointment of the Registrar by giving Written Notice of termination to the Registrar, the Lenders and to the Facility Agent. Upon the resignation or termination of the Registrar (when no other Registrar performing the functions of the Registrar shall have been appointed by the Facility Agent), the Borrower shall promptly appoint one or more qualified successor Registrars, reasonably transfer in form satisfactory to the Facility Agent Company and the Lenders Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to perform the functions cover any tax or other governmental charge that may be imposed in connection with any registration of the Registrar. The Borrower shall give Written Notice transfer or 13 20 exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1108 not involving any such appointment made by it to the Facility Agent; and the Facility Agent shall mail notice registration of such appointment to all Lenders as their names and addresses appear on the Register for the Loanstransfer.

Registrar. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (athe register maintained in such office and in any other office or agency designated pursuant to Section 10.02 being herein sometimes collectively referred to as the “Security Register”) With respect in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and for the transfers or exchange of Securities. Such Security Register shall distinguish between Initial Securities and Additional Securities to the Loans, extent that such Securities are not fungible in all respects. The Trustee is hereby appointed “Security Registrar” for the Facility Agent, acting solely purpose of registering Securities and transfers and exchanges of Securities as herein provided. The Company may change the Security Registrar without notice to any Holder. The Company or any of its Subsidiaries may act as Security Registrar. Upon surrender for this purpose as non-fiduciary agent registration of the Borrower, shall maintain transfer of any Security at an office or agencyagency of the Company designated pursuant to Section 10.02 for such purpose, where the Loans Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination, provided that such denomination is a minimum of $1,000 or an integral multiple thereof, and of a like aggregate principal amount, each such Security bearing such restrictive legends as may be required by this Indenture. At the option of the Holder and subject to the other provisions of this Section 3.06 and to Section 3.10, Securities may be exchanged for other Securities of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the “Registrar”Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and where notices and demands the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in respect writing. As a condition to the registration of the payment of Loans may be served. The Borrower shall cause the Registrar of Loans to keep a register for the Loans and of their transfer (the “Register”). Written Notice of the location of each such office or agency and of any change Restricted Securities, the Company or the Trustee may require evidence satisfactory to them as to the compliance with the restrictions set forth in the legend of location such Securities. Except as provided in the following sentence and in Section 3.10, all Securities originally issued hereunder and all Securities issued upon registration of transfer or exchange or replacement thereof shall be given Restricted Securities and shall bear the legend required by Section 2.02, unless the Facility Agent Company shall have delivered to the Borrower. In Trustee (and the event Security Registrar, if other than the Trustee) a Company Order stating that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations the Security is not a Restricted Security and demands may be made and notices may be served on issued without such legend thereon. The Company agrees for the Facility Agent at the Principal Office. A copy benefit of the Register for the Loans shall be available to the Borrower Holders that upon any request in writing as promptly as practicable but in any event within two (2) three Business Days of receipt of such Person’s reasonable request. written request and, in any event, on the day that is one year following the last date of original issuance of the Securities (bincluding through the exercise of the Initial Purchasers’ option to purchase additional Securities), to deliver a Company Order stating that the Security is not a Restricted Security and may be issued without a legend thereon and thereafter cause the Securities to be represented by a certificate bearing a CUSIP number that represents that a person who is not an affiliate of the Company pursuant to Rule 144 (or any successor provision thereto) The Registrar can resell such Securities without any volume or manner of sale restrictions thereunder. Securities that are issued upon registration of transfer of, or in exchange for, Securities that are not Restricted Securities shall not be Restricted Securities and shall not bear such legend. No service charge shall be a bank made for any registration of transfer or trust companyexchange of Securities, shall be a corporation organized and doing business under but the laws of the United States, any state or territory thereof Trustee or the District of Columbia, with a combined capital and surplus of at least $250,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of Luxembourg, the Cayman Islands or of the United States, any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least $250,000,000) and shall be authorized under the laws of Luxembourg, the Cayman Islands or the United States, any state or territory thereof or the District of Columbia to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Facility Agent shall initially be the Registrar hereunder with respect to the Loans. No changes to the Register are permitted after Record Date. (c) The Security Registrar may at require payment of a sum sufficient to cover any time resign by giving Written Notice of resignation transfer tax or other similar governmental charge payable in connection therewith, other than exchanges pursuant to the Facility AgentSection 3.04, the Lenders and the Borrower. The Borrower may, and at the request of the Facility Agent shall, at Section 9.06 or Section 12.02 not involving any time terminate the appointment of the Registrar by giving Written Notice of termination to the Registrar, the Lenders and to the Facility Agent. Upon the resignation or termination of the Registrar (when no other Registrar performing the functions of the Registrar shall have been appointed by the Facility Agent), the Borrower shall promptly appoint one or more qualified successor Registrars, reasonably satisfactory to the Facility Agent and the Lenders to perform the functions of the Registrar. The Borrower shall give Written Notice of any such appointment made by it to the Facility Agent; and the Facility Agent shall mail notice of such appointment to all Lenders as their names and addresses appear on the Register for the Loanstransfer.

Registrar. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (athe register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the “Security Register”) With respect in which, subject to the Loanssuch reasonable regulations as it may prescribe, the Facility Agent, acting solely Company shall provide for this the registration of Securities and for the transfers or exchange of Securities. Such Security Register shall distinguish between Initial Securities and Additional Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers and exchanges of Securities as non-fiduciary agent herein provided. The Company may change the Security Registrar without notice to any Holder. The Company or any of the Borrower, shall maintain its Subsidiaries may act as Security Registrar. Upon surrender for registration of transfer of any Security at an office or agencyagency of the Company designated pursuant to Section 1002 for such purpose, where the Loans Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination, provided that such denomination is a minimum of $1,000 or an integral multiple thereof, and of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (the “Registrar”) and where notices and demands in respect of the payment of Loans may be served. The Borrower shall cause the Registrar of Loans to keep a register for the Loans and of their transfer (the “Register”). Written Notice of the location of each such office or agency and of any change of location thereof shall be given if so required by the Facility Agent to the Borrower. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served on the Facility Agent at the Principal Office. A copy of the Register for the Loans shall be available to the Borrower within two (2) Business Days of such Person’s reasonable request. (b) The Registrar shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States, any state or territory thereof Company or the District of ColumbiaTrustee) be duly endorsed, with a combined capital and surplus of at least $250,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed be accompanied by a corporation organized and doing business under the laws written instrument of Luxembourg, the Cayman Islands or of the United States, any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least $250,000,000) and shall be authorized under the laws of Luxembourg, the Cayman Islands or the United States, any state or territory thereof or the District of Columbia to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Facility Agent shall initially be the Registrar hereunder with respect to the Loans. No changes to the Register are permitted after Record Date. (c) The Registrar may at any time resign by giving Written Notice of resignation to the Facility Agent, the Lenders and the Borrower. The Borrower may, and at the request of the Facility Agent shall, at any time terminate the appointment of the Registrar by giving Written Notice of termination to the Registrar, the Lenders and to the Facility Agent. Upon the resignation or termination of the Registrar (when no other Registrar performing the functions of the Registrar shall have been appointed by the Facility Agent), the Borrower shall promptly appoint one or more qualified successor Registrars, reasonably transfer in form satisfactory to the Facility Agent Company and the Lenders Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to perform the functions cover any tax or other governmental charge that may be imposed in connection with any registration of the Registrar. The Borrower shall give Written Notice transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1202 not involving any such appointment made by it to the Facility Agent; and the Facility Agent shall mail notice of such appointment to all Lenders as their names and addresses appear on the Register for the Loanstransfer.

Registrar. (a) With respect to the LoansThe Company shall keep, the Facility Agent, acting solely for this purpose as non-fiduciary agent of the Borrower, shall maintain at an office or agency, agency to be maintained by it in a Place of Payment where the Loans Securities may be presented for registration or presented and surrendered for registration of transfer or of exchange, and where Securities of any series that are convertible or exchangeable may be surrendered for exchange conversion or exchange, as applicable (the “Registrar”) and where notices and demands in respect of the payment of Loans may be served. The Borrower shall cause the Registrar of Loans to keep ), a security register for the Loans registration and the registration of their transfer or of exchange of the Securities (the registers maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Register”). Written Notice of , as in this Indenture provided, which Register shall be open for inspection by the Trustee during business hours on business days in the location of each such office or agency and of any change of location thereof the Registrar. Such Register shall be given by in written form or in any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars; the Facility Agent to the Borrower. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served on the Facility Agent at the Principal Office. A copy of the Register for the Loans shall be available to the Borrower within two (2) Business Days of such Person’s reasonable requestterm “Registrar” includes any co-registrar. (b) The Company shall enter into an appropriate agency agreement with any Registrar or co-Registrar not a party to this Indenture. The agreement shall be a bank or trust company, implement the provisions of this Indenture that relate to such agent. The Company shall be a corporation organized and doing business under notify the laws Trustee of the United States, name and address of each such agent. If the Company fails to maintain a Registrar for any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $250,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of Luxembourgseries, the Cayman Islands or of the United States, any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least $250,000,000) and Trustee shall be authorized under the laws of Luxembourg, the Cayman Islands or the United States, any state or territory thereof or the District of Columbia to exercise corporate trust powers, subject to supervision by Federal or state authoritiesact as such. The Facility Agent shall initially be the Company or any Affiliate thereof may act as Registrar, co-Registrar hereunder with respect to the Loans. No changes to the Register are permitted after Record Dateor Transfer Agent. (c) The Company hereby initially appoints Citicorp International Limited at its Corporate Trust Office as Registrar may in connection with the Securities and this Indenture, until such time as another Person is appointed as such in replacement of the Trustee as such. So long as the Trustee serves as Registrar, it will be entitled as Registrar to the same rights of compensation, reimbursement and indemnification under Section 10.01 and Section 10.02 as if it were Trustee. No Person shall at any time resign by giving Written Notice of resignation be appointed as or act as Registrar unless such Person is at such time empowered under applicable law to the Facility Agent, the Lenders and the Borrower. The Borrower may, and at the request of the Facility Agent shall, at any time terminate the appointment of the Registrar by giving Written Notice of termination to the act as such Registrar, the Lenders and to the Facility Agent. Upon the resignation or termination of the Registrar (when no other Registrar performing the functions of the Registrar shall have been appointed by the Facility Agent), the Borrower shall promptly appoint one or more qualified successor Registrars, reasonably satisfactory to the Facility Agent and the Lenders to perform the functions of the Registrar. The Borrower shall give Written Notice of any such appointment made by it to the Facility Agent; and the Facility Agent shall mail notice of such appointment to all Lenders as their names and addresses appear on the Register for the Loans.

Registrar. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (athe register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Security Register") With respect in which, subject to the Loanssuch reasonable regulations as it may prescribe, the Facility Agent, acting solely Company shall provide for this purpose as non-fiduciary agent the registration of the Borrower, shall maintain Securities and of transfers of Securities ("Security Registrar"). Upon surrender for registration of transfer of any Security at an office or agencyagency of the Company designated pursuant to Section 1002 for such purpose, where the Loans Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount, all as requested by the transferor. At the option of the Holder, a Security may be exchanged for one or more Securities of any authorized denomination and of a like aggregate principal amount, upon surrender of the Security to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (the “Registrar”) and where notices and demands in respect of the payment of Loans may be served. The Borrower shall cause the Registrar of Loans to keep a register for the Loans and of their transfer (the “Register”). Written Notice of the location of each such office or agency and of any change of location thereof shall be given if so required by the Facility Agent to the Borrower. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served on the Facility Agent at the Principal Office. A copy of the Register for the Loans shall be available to the Borrower within two (2) Business Days of such Person’s reasonable request. (b) The Registrar shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States, any state or territory thereof Company or the District of ColumbiaTrustee) be duly endorsed, with a combined capital and surplus of at least $250,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed be accompanied by a corporation organized and doing business under the laws written instrument of Luxembourg, the Cayman Islands or of the United States, any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least $250,000,000) and shall be authorized under the laws of Luxembourg, the Cayman Islands or the United States, any state or territory thereof or the District of Columbia to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Facility Agent shall initially be the Registrar hereunder with respect to the Loans. No changes to the Register are permitted after Record Date. (c) The Registrar may at any time resign by giving Written Notice of resignation to the Facility Agent, the Lenders and the Borrower. The Borrower may, and at the request of the Facility Agent shall, at any time terminate the appointment of the Registrar by giving Written Notice of termination to the Registrar, the Lenders and to the Facility Agent. Upon the resignation or termination of the Registrar (when no other Registrar performing the functions of the Registrar shall have been appointed by the Facility Agent), the Borrower shall promptly appoint one or more qualified successor Registrars, reasonably transfer in form satisfactory to the Facility Agent Company and the Lenders Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to perform the functions cover any tax or other governmental charge that may be imposed in connection with any registration of the Registrar. The Borrower shall give Written Notice transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1108 not involving any such appointment made by it to the Facility Agent; and the Facility Agent shall mail notice registration of such appointment to all Lenders as their names and addresses appear on the Register for the Loanstransfer.

Registrar. (a) With respect Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts, which books at all reasonable times during regular business hours shall be open for inspection by the Record Holders of Receipts; provided that any such Holder requesting to exercise such right shall certify to the LoansDepositary that such inspection shall be for a proper purpose reasonably related to such Person’s interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary may close such books, at any time or from time to time, when deemed necessary or advisable by it in connection with the Facility Agentperformance of its duties hereunder. The Depositary may, acting solely for this purpose as non-fiduciary agent with the approval of the BorrowerCorporation, shall maintain an office or agency, where the Loans may be presented or surrendered appoint a Registrar for registration of transfer the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Series B Preferred Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Corporation) for exchange (the “Registrar”) and where notices and demands in respect registration of the payment Receipts or Depositary Shares in accordance with any requirements of Loans such exchange. Such Registrar (which may be served. The Borrower shall cause the Registrar Depositary if so permitted by the requirements of Loans to keep any such exchange) may be removed and a register for substitute registrar appointed by the Loans and of their transfer (Depositary upon the “Register”). Written Notice request or with the approval of the location of each such office Corporation. If the Receipts, Depositary Shares or agency and of any change of location thereof shall be given by the Facility Agent to the Borrower. In the event that no such office Series B Preferred Stock are listed on one or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served on the Facility Agent at the Principal Office. A copy of the Register for the Loans shall be available to the Borrower within two (2) Business Days of such Person’s reasonable request. (b) The Registrar shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States, any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $250,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of Luxembourgmore other securities exchanges, the Cayman Islands or of the United StatesDepositary will, any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least $250,000,000) and shall be authorized under the laws of Luxembourg, the Cayman Islands or the United States, any state or territory thereof or the District of Columbia to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Facility Agent shall initially be the Registrar hereunder with respect to the Loans. No changes to the Register are permitted after Record Date. (c) The Registrar may at any time resign by giving Written Notice of resignation to the Facility Agent, the Lenders and the Borrower. The Borrower may, and at the request of the Facility Agent shallCorporation, at any time terminate arrange such facilities for the appointment delivery, registration, registration of transfer, surrender and exchange of the Registrar Receipts, Depositary Shares or Series B Preferred Stock as may be required by giving Written Notice of termination to the Registrar, the Lenders and to the Facility Agent. Upon the resignation law or termination of the Registrar (when no other Registrar performing the functions of the Registrar shall have been appointed by the Facility Agent), the Borrower shall promptly appoint one or more qualified successor Registrars, reasonably satisfactory to the Facility Agent and the Lenders to perform the functions of the Registrar. The Borrower shall give Written Notice of any such appointment made by it to the Facility Agent; and the Facility Agent shall mail notice of such appointment to all Lenders as their names and addresses appear on the Register for the Loansapplicable securities exchange regulation.

Registrar. If a Series Supplement provides for a Registrar with respect to the applicable Series, then, subject to any contrary provision in such Series Supplement: (a) With Such Registrar shall maintain a register (with respect to such Series, a "REGISTER") in accordance with the Loansterms and conditions of this Indenture. The Register shall show the principal amount and date of issue of each Registered Debt Security of such Series, the Facility Agent, acting solely for this purpose as non-fiduciary agent names and addresses of the Borrower, shall maintain an office or agency, where the Loans may be presented or surrendered for registration of transfer or for exchange (the “Registrar”) and where notices and demands in respect of the payment of Loans may be served. The Borrower shall cause the Registrar of Loans to keep a register for the Loans and of their transfer (the “Register”). Written Notice of the location of each such office or agency and of any change of location thereof shall be given by the Facility Agent to the Borrower. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served on the Facility Agent at the Principal Office. A copy of the Register for the Loans shall be available to the Borrower within two (2) Business Days initial Holders of such Person’s reasonable requestRegistered Debt Securities, and the dates of all transfers to, and the names and addresses of, all subsequent Holders of such Registered Debt Securities. (b) The Registrar So long as required by Trust Indenture Legislation, the Register for each Series shall be a bank or trust companymaintained in the Province of Ontario. Such Registrar may from time to time provide additional facilities at its other offices or, shall be a corporation organized and doing business under with the laws approval of the United StatesIssuer, at the offices of third parties for such registration and/or registration of exchange and transfer. No exchange or transfer of a Registered Debt Security of such Series nor any state transmission of a Registered Debt Security of such Series upon death will be valid unless made at one of applicable offices of such Registrar by the Holder or territory thereof by the Holder's executors, administrators or other legal representatives, or by the District of Columbia, with a combined capital and surplus of at least $250,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed Holder's attorney duly appointed by a corporation organized document in writing, in form and doing business under as to execution satisfactory to such Registrar and upon compliance with such reasonable requirements as such Registrar may prescribe from time to time and upon surrender of such Registered Debt Security to such Registrar for delivery to the laws of LuxembourgTrustee for cancellation, the Cayman Islands or whereupon a new Registered Debt Security of the United States, any state or territory thereof or same Series in the District of Columbia same principal amount and having a combined capital identical terms will be executed by the Issuer, certified by the Trustee, and surplus of at least $250,000,000) and shall be authorized under the laws of Luxembourg, the Cayman Islands or the United States, any state or territory thereof or the District of Columbia to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Facility Agent shall initially be the Registrar hereunder with respect delivered to the Loans. No changes to the Register are permitted after Record Datetransferee. (c) The Registrar may at any time resign by giving Written Notice By the issue of resignation new Registered Debt Securities of such Series, the forwarding of old Registered Debt Securities of such Series to the Facility AgentTrustee for cancellation, and the making of entries in the Register, such Registrar shall give effect to transfers of Registered Debt Securities of such Series in accordance with the terms and conditions of this Indenture. (d) The Issuer may from time to time deliver to such Registrar for cancellation Registered Debt Securities of such Series of which the Issuer is the Holder, whereupon the Registrar shall forward the same to the Trustee for cancellation and shall make the corresponding entries in the Register. (e) As soon as reasonably practicable but in any event within three months after each date on which Registered Debt Securities of such Series fall due for redemption, such Registrar shall notify the Issuer of the serial numbers of such Registered Debt Securities against surrender of which payment has been made and of the serial numbers of such Registered Debt Securities (and the names and addresses of the Holders thereof) which have not yet been surrendered for payment. (f) Such Registrar shall, upon and in accordance with the instructions of, and at the expense of, the Lenders Issuer but not otherwise, arrange for the delivery of any notice which is to be given to the Holders of Registered Debt Securities of such Series, and shall supply a copy of each such notice to the Issuer, the Trustee and the Borrower. Paying Agent for such Series. (g) The Borrower mayIssuer shall ensure that such Registrar has available to it supplies of such Registered Debt Securities of such Series as shall be necessary in connection with the transfer of Registered Debt Securities of such Series and the exchange of Bearer Debt Securities of such Series for Registered Debt Securities. (h) Such Registrar shall, and at the request of the Facility Agent shallHolder of any Registered Debt Security of such Series, make available forms of proxy (including block, global or omnibus forms of proxy) in a form and manner which comply with the provisions of this Indenture (subject to such regulations and procedures with respect to the same as may be established and agreed to from time to time by the Issuer and such Registrar) and shall perform and comply with the provisions for meetings of Holders as set out in this Indenture. (i) Such Registrar shall make payments of principal, premium, interest and other amounts, in respect of Registered Debt Securities of such Series in accordance with the Principal Terms thereof, provided that such Registrar shall not be obliged (but shall be entitled) to make such payments if it is not able to establish that it has received from the Issuer (whether or not at the due time) the fall amount of such payment. (j) Such Registrar shall not exercise any time terminate lien, right of set-off or similar claim against any Person to whom it makes any payment under Section 2.9(a) above in respect of such payment, nor shall any commission or expense be charged by such Registrar to any such Person in respect of such payment. (k) The Issuer shall provide to such Registrar specimen Registered Debt Securities of such Series in definitive form, and sufficient copies of all documents required to be available from the appointment Registrar for inspection as provided in any Offering Document relative to, or in the related Series Supplement for, the Debt Securities of such Series. (l) Such Registrar shall make available for inspection during normal business hours at its specified Office such documents as may be specified as so available in any Offering Document relative to, or in the related Series Supplement for, such Series or as may be required by any securities exchange on which any of the Debt Securities of such Series may be listed or any over the counter market in which any of the Debt Securities of such Series may be traded. (m) Such Registrar by giving Written Notice of termination shall provide to the Paying Agent for such Series all such information in the Registrar's possession with respect to Registered Debt Securities of such Series as such Paying Agent may reasonably require in order to perform its obligations with respect to such Series set out in this Indenture. (n) If Bearer Debt Securities of such Series are exchangeable for Registered Debt Securities, such Registrar shall accept requests to effect such exchanges, together with the Lenders applicable Bearer Debt Securities (or notifications from the Paying Agent for such Series of receipt by it of such Bearer Debt Securities) and such Registrar shall effect the issue of Registered Debt Securities of such Series and the making of entries in the Register, and shall give effect to exchanges of Bearer Debt Securities of such Series for Registered Debt Securities in accordance with the Facility Agentterms and conditions applicable to such Debt Securities. Upon Such Registrar shall immediately upon the resignation or termination receipt of the Registrar applicable Bearer Debt Securities, together with a request for the exchange of such Bearer Debt Securities for Registered Debt Securities notify the Paying Agent for such Series of such receipt specifying (when no other Registrar performing i) the functions serial numbers of the Registrar shall have been appointed by Bearer Debt Securities, (ii) the Facility Agent), the Borrower shall promptly appoint one or more qualified successor Registrars, reasonably satisfactory to the Facility Agent and the Lenders to perform the functions aggregate principal amount of the Registrar. The Borrower Debt Securities, and (iii) the applicable exchange date and shall give Written Notice of any such appointment made on the applicable exchange date forward all Bearer Debt Securities received by it to the Facility Agent; Trustee for cancellation. Such Registrar shall notify the Issuer and the Facility related Paying Agent promptly of the exchange of Bearer Debt Securities for Registered Debt Securities, specifying the serial numbers of the Bearer Debt Securities and of the Registered Debt Securities issued in exchange therefor, the aggregate principal amount involved and the applicable exchange date. (o) Such Registrar shall mail notice ensure that in no event shall Registered Debt Securities be exchanged for Bearer Debt Securities without the consent of the Issuer. (p) Such Registrar shall carry out such appointment other acts and duties, and provide such other services, as may be specified with respect to all Lenders as their names such Registrar in the related Series Supplement. If the applicable Series Supplement does not provide for a Registrar with respect to a Series, the Trustee shall (in the case of the duties required to be performed by the Registrar under this Section) and addresses appear on may (in the Register for case of the Loansduties permitted to be performed by the Registrar under this Section) itself perform the duties of the Registrar specified in this Section.

Registrar. (a) With respect to the LoansThe Company shall keep, the Facility Agent, acting solely for this purpose as non-fiduciary agent of the Borrower, shall maintain at an office or agency, agency to be maintained by it in a Place of Payment where the Loans Securities may be presented for registration or presented and surrendered for registration of transfer or of exchange, and where Securities of any series that are convertible or exchangeable may be surrendered for exchange conversion or exchange, as applicable (the “Registrar”) and where notices and demands in respect of the payment of Loans may be served. The Borrower shall cause the Registrar of Loans to keep ), a security register for the Loans registration and the registration of their transfer or of exchange of the Securities (the registers maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Register”), as in this Indenture provided, which Register shall during normal office hours be open for inspection by the Trustee. Written Notice Such Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars; the term “Registrar” includes any co-registrar. In acting hereunder and in connection with the Notes, the Registrar shall act solely as agents of the location Company, and will not thereby assume any obligations towards or relationship of each such office agency or agency and of trust for or with any change of location thereof shall be given by the Facility Agent to the Borrower. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served on the Facility Agent at the Principal Office. A copy of the Register for the Loans shall be available to the Borrower within two (2) Business Days of such Person’s reasonable requestHolder. (b) The Company shall enter into an appropriate agency agreement with any Registrar or co-Registrar not a party to this Indenture. The agreement shall be a bank or trust company, implement the provisions of this Indenture that relate to such agent. The Company shall be a corporation organized and doing business under notify the laws Trustee of the United States, name and address of each such agent. If the Company fails to maintain a Registrar for any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $250,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of Luxembourgseries, the Cayman Islands or of the United States, any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least $250,000,000) and Trustee shall be authorized under the laws of Luxembourg, the Cayman Islands or the United States, any state or territory thereof or the District of Columbia to exercise corporate trust powers, subject to supervision by Federal or state authoritiesact as such. The Facility Agent shall initially be the Company or any Affiliate thereof may act as Registrar, co-Registrar hereunder with respect to the Loans. No changes to the Register are permitted after Record Dateor transfer agent. (c) The Company hereby initially appoints Citibank, N.A. located at the Corporate Trust Office as Registrar may in connection with the Securities and this Indenture, until such time as another Person is appointed as such in replacement of the Trustee as such. In the case that the Trustee serves as Registrar, it will be entitled as Registrar to the same rights of compensation, reimbursement and indemnification under Section 11.01 and Section 11.02 as if it were Trustee. No Person shall at any time resign by giving Written Notice of resignation be appointed as or act as Registrar unless such Person is at such time empowered under applicable law to the Facility Agent, the Lenders and the Borrower. The Borrower may, and at the request of the Facility Agent shall, at any time terminate the appointment of the Registrar by giving Written Notice of termination to the act as such Registrar, the Lenders and to the Facility Agent. Upon the resignation or termination of the Registrar (when no other Registrar performing the functions of the Registrar shall have been appointed by the Facility Agent), the Borrower shall promptly appoint one or more qualified successor Registrars, reasonably satisfactory to the Facility Agent and the Lenders to perform the functions of the Registrar. The Borrower shall give Written Notice of any such appointment made by it to the Facility Agent; and the Facility Agent shall mail notice of such appointment to all Lenders as their names and addresses appear on the Register for the Loans.

Registrar. (a) With respect to the LoansThe Company shall keep, the Facility Agent, acting solely for this purpose as non-fiduciary agent of the Borrower, shall maintain at an office or agency, agency to be maintained by it in a Place of Payment where the Loans Securities may be presented for registration or presented and surrendered for registration of transfer or of exchange, and where Securities of any series that are convertible or exchangeable may be surrendered for exchange conversion or exchange, as applicable (the “Registrar”) and where notices and demands in respect of the payment of Loans may be served. The Borrower shall cause the Registrar of Loans to keep ), a security register for the Loans registration and the registration of their transfer or of exchange of the Securities (the registers maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Register”), as in this Indenture provided, which Register shall during normal office hours be open for inspection by the Trustee. Written Notice Such Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars; the term “Registrar” includes any co-registrar. In acting hereunder and in connection with the Notes, the Registrar shall act solely as agents of the location Company, and will not thereby assume any obligations towards or relationship of each such office agency or agency and of trust for or with any change of location thereof shall be given by the Facility Agent to the Borrower. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served on the Facility Agent at the Principal Office. A copy of the Register for the Loans shall be available to the Borrower within two (2) Business Days of such Person’s reasonable requestHolder. (b) The Company shall enter into an appropriate agency agreement with any Registrar or co-Registrar not a party to this Indenture. The agreement shall be a bank or trust company, implement the provisions of this Indenture that relate to such agent. The Company shall be a corporation organized and doing business under notify the laws Trustee of the United States, name and address of each such agent. If the Company fails to maintain a Registrar for any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $250,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of Luxembourgseries, the Cayman Islands or of the United States, any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least $250,000,000) and Trustee shall be authorized under the laws of Luxembourg, the Cayman Islands or the United States, any state or territory thereof or the District of Columbia to exercise corporate trust powers, subject to supervision by Federal or state authoritiesact as such. The Facility Agent shall initially be the Company or any Affiliate thereof may act as Registrar, co-Registrar hereunder with respect to the Loans. No changes to the Register are permitted after Record Dateor transfer agent. (c) The Company hereby initially appoints Deutsche Bank Trust Company Americas located at the Corporate Trust Office as Registrar may in connection with the Securities and this Indenture, until such time as another Person is appointed as such in replacement of the Trustee as such. In the case that the Trustee serves as Registrar, it will be entitled as Registrar to the same rights of compensation, reimbursement and indemnification under Section 11.01 and Section 11.02 as if it were Trustee. No Person shall at any time resign by giving Written Notice of resignation be appointed as or act as Registrar unless such Person is at such time empowered under applicable law to the Facility Agent, the Lenders and the Borrower. The Borrower may, and at the request of the Facility Agent shall, at any time terminate the appointment of the Registrar by giving Written Notice of termination to the act as such Registrar, the Lenders and to the Facility Agent. Upon the resignation or termination of the Registrar (when no other Registrar performing the functions of the Registrar shall have been appointed by the Facility Agent), the Borrower shall promptly appoint one or more qualified successor Registrars, reasonably satisfactory to the Facility Agent and the Lenders to perform the functions of the Registrar. The Borrower shall give Written Notice of any such appointment made by it to the Facility Agent; and the Facility Agent shall mail notice of such appointment to all Lenders as their names and addresses appear on the Register for the Loans.

Registrar. (a) With respect to the LoansThe Company shall keep, the Facility Agent, acting solely for this purpose as non-fiduciary agent of the Borrower, shall maintain at an office or agency, agency to be maintained by it in a Place of Payment where the Loans Securities may be presented for registration or presented and surrendered for registration of transfer or of exchange, and where Securities of any series that are convertible or exchangeable may be surrendered for exchange conversion or exchange, as applicable (the “Registrar”) and where notices and demands in respect of the payment of Loans may be served. The Borrower shall cause the Registrar of Loans to keep ), a security register for the Loans registration and the registration of their transfer or of exchange of the Securities (the registers maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Register”). Written Notice of , as in this Indenture provided, which Register shall be open for inspection by the Trustee during business hours on business days in the location of each such office or agency and of any change of location thereof the Registrar. Such Register shall be given by in written form or in any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars; the Facility Agent to the Borrower. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served on the Facility Agent at the Principal Office. A copy of the Register for the Loans shall be available to the Borrower within two (2) Business Days of such Person’s reasonable requestterm “Registrar” includes any co-Registrar. (b) The Company shall enter into an appropriate agency agreement with any Registrar or co-Registrar not a party to this Indenture. The agreement shall be a bank or trust company, implement the provisions of this Indenture that relate to such agent. The Company shall be a corporation organized and doing business under notify the laws Trustee of the United States, name and address of each such agent. If the Company fails to maintain a Registrar for any state or territory thereof or the District of Columbia, with a combined capital and surplus of at least $250,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of Luxembourgseries, the Cayman Islands or of the United States, any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least $250,000,000) and Trustee shall be authorized under the laws of Luxembourg, the Cayman Islands or the United States, any state or territory thereof or the District of Columbia to exercise corporate trust powers, subject to supervision by Federal or state authoritiesact as such. The Facility Agent shall initially be the Company or any Affiliate thereof may act as Registrar, co-Registrar hereunder with respect to the Loans. No changes to the Register are permitted after Record Dateor transfer agent. (c) The Company hereby initially appoints The Bank of New York Mellon at its Corporate Trust Office as Registrar may in connection with the Securities and this Indenture, until such time as another Person is appointed as such in replacement of the Trustee as such. So long as the Trustee serves as Registrar, it will be entitled as Registrar to the same rights of compensation, reimbursement and indemnification under Section 11.01 as if it were Trustee. No Person shall at any time resign by giving Written Notice of resignation be appointed as or act as Registrar unless such Person is at such time empowered under applicable law to the Facility Agent, the Lenders and the Borrower. The Borrower may, and at the request of the Facility Agent shall, at any time terminate the appointment of the Registrar by giving Written Notice of termination to the act as such Registrar, the Lenders and to the Facility Agent. Upon the resignation or termination of the Registrar (when no other Registrar performing the functions of the Registrar shall have been appointed by the Facility Agent), the Borrower shall promptly appoint one or more qualified successor Registrars, reasonably satisfactory to the Facility Agent and the Lenders to perform the functions of the Registrar. The Borrower shall give Written Notice of any such appointment made by it to the Facility Agent; and the Facility Agent shall mail notice of such appointment to all Lenders as their names and addresses appear on the Register for the Loans.