Common use of Agreement, Securities and Indenture Authorization Clause in Contracts

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Indenture, which is incorporated by reference as an exhibit to the Registration Statement, has been duly authorized and duly qualified under the Trust Indenture Act and the Indenture constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such Securities;

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Indenture, which is incorporated by reference as an exhibit to the Registration Statement, Indenture has been duly authorized authorized, executed and duly qualified under delivered by the Trust Indenture Act Company and the Indenture constitutes a valid and legally binding instrument, and enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); the Indenture has been duly qualified under the Trust Indenture Act; no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Disclosure Package, the Canadian Final Prospectus, the Disclosure Package Prospectus and the U.S. Final Prospectus with respect to such the Securities;

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives Representative to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Indenture, which is was incorporated by reference as an exhibit to the Registration Statement, has been duly authorized and duly qualified under the Trust Indenture Act and the Indenture constitutes a valid and legally binding instrument, and enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ ' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package Prospectus and the U.S. Final Prospectus with respect to such Securities;

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); the Indenture, which is incorporated by reference as an exhibit to the Registration Statement, Indenture has been duly authorized and duly qualified under the Trust Indenture Act and and, when the Indenture constitutes is executed and delivered, will constitute a valid and legally binding instrument, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such Securities;

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Indenture, which is incorporated by reference as an exhibit to the Registration Statement, Indenture has been duly authorized and duly qualified under the Trust Indenture Act and and, when the Indenture constitutes is executed and delivered, will constitute a valid and legally binding instrument, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such Securities;

Agreement, Securities and Indenture Authorization. The Each of the Trust and the Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by or on behalf of each of the Trust and the Company; the Securities Trust Notes have been duly authorized and, when the Securities Trust Notes are issued and delivered pursuant to this Agreement, such Securities Trust Notes will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities Trust Notes by the Representatives to the CompanyTrust, will constitute valid and legally binding obligations of the Company Trust entitled to the benefits of the Indenture; the Guarantees have been duly authorized and, when the Trust Notes are issued and delivered pursuant to this Agreement, and upon payment for the Trust Notes by the Representatives to the Trust, such Guarantees will constitute valid and legally binding obligations of the Company; the Base Indenture, which is incorporated by reference included as an exhibit to the Registration Statement, has been duly authorized and authorized, the Fifth Supplemental Indenture, a form of which is included as an exhibit to the Registration Statement, has been duly authorized, the Indenture has been duly qualified under the Trust Indenture Act and the Base Indenture constitutes has been and the Fifth Supplemental Indenture, when the Trust Notes are issued and delivered pursuant to this Agreement, will have been, duly executed and delivered by the Trust, in the case of the Base Indenture, and by the Trust and the Company, in the case of the Fifth Supplemental Indenture, and the Indenture, assuming the due execution and delivery by the Trustee, will constitute a valid and legally binding instrument, enforceable against the Trust and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Base Indenture or the Fifth Supplemental Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Base Indenture or the Fifth Supplemental Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such Securities; the TCPL Exchange Preferred Shares and TCPL Deferral Preferred shares (in each case, as defined, and issuable in the circumstances described, in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus) have been duly authorized by the Company out of its authorized and unissued share capital, free from pre-emptive and other rights, in such amounts as may be required for the Company to meet its obligations under the Share Exchange Agreement and the Assignment and Set-Off Agreement, as applicable, and, if and when issued, such TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares will be validly issued, will be outstanding as fully paid and nonassessable preferred shares, and will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such preferred shares;

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Indenture, which is incorporated Base Indenture and the Fifth Supplemental Indenture have been duly authorized by reference as an exhibit to the Registration Statement, Company and the Base Indenture has been duly authorized executed and delivered by the Company and constitutes, and as of the Closing Date the Fifth Supplemental Indenture will have been duly qualified under executed and delivered by the Trust Indenture Act Company and the Indenture constitutes will constitute, a valid and legally binding instrument, and enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); the Indenture has been duly qualified under the Trust Indenture Act; the Conversion Preference Shares (as defined, and issuable in the circumstances described, in the Disclosure Package and the Final Prospectus) have been duly authorized as preference shares in the capital of the Company, free from pre-emptive and other rights, and, if and when issued, such Conversion Preference Shares will be validly issued and will be outstanding as fully paid and non-assessable preference shares; no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such the Securities;

Agreement, Securities and Indenture Authorization. The Each of the Trust and the Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by or on behalf of each of the Trust and the Company; the Securities Trust Notes have been duly authorized and, when the Securities Trust Notes are issued and delivered pursuant to this Agreement, such Securities Trust Notes will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities Trust Notes by the Representatives to the CompanyTrust, will constitute valid and legally binding obligations of the Company Trust entitled to the benefits of the Indenture; the Guarantees have been duly authorized and, when the Trust Notes are issued and delivered pursuant to this Agreement, and upon payment for the Trust Notes by the Representatives to the Trust, such Guarantees will constitute valid and legally binding obligations of the Company; the Base Indenture, which is incorporated by reference as an exhibit to the Registration Statement, has been duly authorized and authorized, the Seventh Supplemental Indenture, a form of which is included as an exhibit to the Registration Statement, has been duly authorized, the Indenture has been duly qualified under the Trust Indenture Act and the Base Indenture constitutes has been and the Seventh Supplemental Indenture, when the Trust Notes are issued and delivered pursuant to this Agreement, will have been, duly executed and delivered by the Trust, in the case of the Base Indenture, and by the Trust and the Company, in the case of the Seventh Supplemental Indenture, and the Indenture, assuming the due execution and delivery by the Trustee, will constitute a valid and legally binding instrument, enforceable against the Trust and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Base Indenture or the Seventh Supplemental Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Base Indenture or the Seventh Supplemental Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such Securities; the TCPL Exchange Preferred Shares and TCPL Deferral Preferred shares (in each case, as defined, and issuable in the circumstances described, in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus) have been duly authorized by the Company out of its authorized and unissued share capital, free from pre-emptive and other rights, in such amounts as may be required for the Company to meet its obligations under the Share Exchange Agreement and the Assignment and Set-Off Agreement, as applicable, and, if and when issued, such TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares will be validly issued, will be outstanding as fully paid and nonassessable preferred shares, and will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such preferred shares;

Agreement, Securities and Indenture Authorization. The Each of the Trust and the Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by each of the Trust and the Company; the Securities Trust Notes have been duly authorized and, when the Securities Trust Notes are issued and delivered pursuant to this Agreement, such Securities Trust Notes will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities Trust Notes by the Representatives to the CompanyTrust, will constitute valid and legally binding obligations of the Company Trust entitled to the benefits of the Indenture; the Guarantees have been duly authorized and, when the Trust Notes are issued and delivered pursuant to this Agreement, and upon payment for the Trust Notes by the Representatives to the Trust, such Guarantees will constitute valid and legally binding obligations of the Company; the Base Indenture, a form of which is incorporated by reference included as an exhibit to the Registration Statement, has been duly authorized and authorized, the First Supplemental Indenture, a form of which is included as an exhibit to the Registration Statement, has been duly authorized, the Indenture has been duly qualified under the Trust Indenture Act and the Base Indenture constitutes and the First Supplemental Indenture, when the Trust Notes are issued and delivered pursuant to this Agreement, will have been duly executed and delivered by the Trust, in the case of the Base Indenture, and by the Trust and the Company, in the case of the First Supplemental Indenture, and the Indenture, assuming the due execution and delivery by the Trustee, will constitute a valid and legally binding instrument, enforceable against the Trust and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Base Indenture or the First Supplemental Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Base Indenture or the First Supplemental Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such Securities; the TCPL Exchange Preferred Shares and TCPL Deferral Preferred shares (in each case, as defined, and issuable in the circumstances described, in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus) have been duly authorized by the Company out of its authorized and unissued share capital, free from pre-emptive and other rights, in such amounts as may be required for the Company to meet its obligations under the Share Exchange Agreement and the Assignment and Set-Off Agreement, as applicable, and, if and when issued, such TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares will be validly issued, will be outstanding as fully paid and nonassessable preferred shares, and will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such preferred shares;

Agreement, Securities and Indenture Authorization. The Each of the Trust and the Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by or on behalf of each of the Trust and the Company; the Securities Trust Notes have been duly authorized and, when the Securities Trust Notes are issued and delivered pursuant to this Agreement, such Securities Trust Notes will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities Trust Notes by the Representatives to the CompanyTrust, will constitute valid and legally binding obligations of the Company Trust entitled to the benefits of the Indenture; the Guarantees have been duly authorized and, when the Trust Notes are issued and delivered pursuant to this Agreement, and upon payment for the Trust Notes by the Representatives to the Trust, such Guarantees will constitute valid and legally binding obligations of the Company; the Base Indenture, which is incorporated by reference included as an exhibit to the Registration Statement, has been duly authorized and authorized, the Third Supplemental Indenture, a form of which is included as an exhibit to the Registration Statement, has been duly authorized, the Indenture has been duly qualified under the Trust Indenture Act and the Base Indenture constitutes has been and the Third Supplemental Indenture, when the Trust Notes are issued and delivered pursuant to this Agreement, will have been, duly executed and delivered by the Trust, in the case of the Base Indenture, and by the Trust and the Company, in the case of the Third Supplemental Indenture, and the Indenture, assuming the due execution and delivery by the Trustee, will constitute a valid and legally binding instrument, enforceable against the Trust and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Base Indenture or the Third Supplemental Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Base Indenture or the Third Supplemental Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such Securities; the TCPL Exchange Preferred Shares and TCPL Deferral Preferred shares (in each case, as defined, and issuable in the circumstances described, in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus) have been duly authorized by the Company out of its authorized and unissued share capital, free from pre-emptive and other rights, in such amounts as may be required for the Company to meet its obligations under the Share Exchange Agreement and the Assignment and Set-Off Agreement, as applicable, and, if and when issued, such TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares will be validly issued, will be outstanding as fully paid and nonassessable preferred shares, and will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such preferred shares;

Agreement, Securities and Indenture Authorization. The Each of the Trust and the Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by or on behalf of each of the Trust and the Company; the Securities Trust Notes have been duly authorized and, when the Securities Trust Notes are issued and delivered pursuant to this Agreement, such Securities Trust Notes will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities Trust Notes by the Representatives to the CompanyTrust, will constitute valid and legally binding obligations of the Company Trust entitled to the benefits of the Indenture; the Guarantees have been duly authorized and, when the Trust Notes are issued and delivered pursuant to this Agreement, and upon payment for the Trust Notes by the Representatives to the Trust, such Guarantees will constitute valid and legally binding obligations of the Company; the Base Indenture, which is incorporated by reference included as an exhibit to the Registration Statement, has been duly authorized and authorized, the Second Supplemental Indenture, a form of which is included as an exhibit to the Registration Statement, has been duly authorized, the Indenture has been duly qualified under the Trust Indenture Act and the Base Indenture constitutes has been and the Second Supplemental Indenture, when the Trust Notes are issued and delivered pursuant to this Agreement, will have been, duly executed and delivered by the Trust, in the case of the Base Indenture, and by the Trust and the Company, in the case of the Second Supplemental Indenture, and the Indenture, assuming the due execution and delivery by the Trustee, will constitute a valid and legally binding instrument, enforceable against the Trust and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Base Indenture or the Second Supplemental Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Base Indenture or the Second Supplemental Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such Securities; the TCPL Exchange Preferred Shares and TCPL Deferral Preferred shares (in each case, as defined, and issuable in the circumstances described, in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus) have been duly authorized by the Company out of its authorized and unissued share capital, free from pre-emptive and other rights, in such amounts as may be required for the Company to meet its obligations under the Share Exchange Agreement and the Assignment and Set-Off Agreement, as applicable, and, if and when issued, such TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares will be validly issued, will be outstanding as fully paid and nonassessable preferred shares, and will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such preferred shares;

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives Representative to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Indenture, which is was incorporated by reference as an exhibit to the Registration Statement, has been duly authorized and duly qualified under the Trust Indenture Act and the Indenture constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such Securities;

Agreement, Securities and Indenture Authorization. The Company and each Subsidiary Guarantor has full corporate or limited partnership power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the IndentureGuarantees have been duly authorized and, which is incorporated when the Securities are issued and delivered pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by reference as an exhibit the Representatives to the Registration StatementCompany, will constitute valid and legally binding obligations of the Subsidiary Guarantors entitled to the benefits of the Indenture; the Indenture has been duly authorized authorized, executed and duly qualified under delivered by the Trust Indenture Act Company and the Indenture each Subsidiary Guarantor and constitutes a valid and legally binding instrument, and enforceable against the Company and each Subsidiary Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and and, with respect to the Company, to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); the Indenture has been duly qualified under the Trust Indenture Act; no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such the Securities;

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Base Indenture, which is incorporated by reference as an exhibit to the Registration Statement, has been duly authorized and duly qualified under the Trust Indenture Act and the Base Indenture constitutes (and the First Supplemental Indenture, which has been duly authorized by the Company, when executed and delivered by the Company, TCC and the Trustee, will constitute) a valid and legally binding instrument, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Base Indenture conforms, and the First Supplemental Indenture and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such Securities;

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Base Indenture, which is incorporated the Eleventh Supplemental Indenture and the Twelfth Supplemental Indenture have been duly authorized by reference as an exhibit to the Registration StatementCompany, and the Base Indenture has been duly authorized executed and delivered by the Company and constitutes, and as of the Closing Date, the Eleventh Supplemental Indenture and the Twelfth Supplemental Indenture will have been duly qualified under executed and delivered by the Trust Indenture Act Company and the Indenture constitutes will constitute, a valid and legally binding instrument, and will be enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); the Indenture has been duly qualified under the Trust Indenture Act; the Conversion Preference Shares (as defined, and issuable in the circumstances described, in the Disclosure Package and the Final Prospectus) have been duly authorized as preference shares in the capital of the Company, free from pre-emptive and other rights, and, if and when issued, such Conversion Preference Shares will be validly issued and will be outstanding as fully paid and non-assessable preference shares; no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such the Securities; each of Enbridge Elephant Holdings, LLC, Enbridge Quail Holdings, LLC and Enbridge Parrot Holdings, LLC has full corporate power and authority to execute, deliver and perform its obligations under the Acquisition Agreement to which it is a party, and the Acquisition Agreements have been duly authorized, executed and delivered by Enbridge Elephant Holdings, LLC, Enbridge Quail Holdings, LLC and Enbridge Parrot Holdings, LLC, as applicable, and are enforceable against Enbridge Elephant Holdings, LLC, Enbridge Quail Holdings, LLC and Enbridge Parrot Holdings, LLC, as applicable, in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law);

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Indenture, which is incorporated Base Indenture and the Fourth Supplemental Indenture have been duly authorized by reference as an exhibit to the Registration Statement, Company and the Base Indenture has been duly authorized executed and delivered by the Company and constitutes, and as of the Closing Date the Fourth Supplemental Indenture will have been duly qualified under executed and delivered by the Trust Indenture Act Company and the Indenture constitutes will constitute, a valid and legally binding instrument, and enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); the Indenture has been duly qualified under the Trust Indenture Act; the Conversion Preference Shares (as defined, and issuable in the circumstances described, in the Disclosure Package and the Final Prospectus) have been duly authorized as preference shares in the capital of the Company, free from pre-emptive and other rights, and, if and when issued, such Conversion Preference Shares will be validly issued and will be outstanding as fully paid and non-assessable preference shares; no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such the Securities;

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Indenture, which is incorporated Base Indenture and the Seventh Supplemental Indenture have been duly authorized by reference as an exhibit to the Registration Statement, Company and the Base Indenture has been duly authorized executed and delivered by the Company and constitutes, and as of the Closing Date the Seventh Supplemental Indenture will have been duly qualified under executed and delivered by the Trust Indenture Act Company and the Indenture constitutes will constitute, a valid and legally binding instrument, and enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); the Indenture has been duly qualified under the Trust Indenture Act; the Conversion Preference Shares (as defined, and issuable in the circumstances described, in the Disclosure Package and the Final Prospectus) have been duly authorized as preference shares in the capital of the Company, free from pre-emptive and other rights, and, if and when issued, such Conversion Preference Shares will be validly issued and will be outstanding as fully paid and non-assessable preference shares; no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such the Securities;

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Indenture, which is incorporated Base Indenture and the Second Supplemental Indenture have been duly authorized by reference as an exhibit to the Registration Statement, Company and the Base Indenture has been duly authorized executed and delivered by the Company and constitutes, and as of the Closing Date the Second Supplemental Indenture will have been duly qualified under executed and delivered by the Trust Indenture Act Company and the Indenture constitutes will constitute, a valid and legally binding instrument, and enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); the Indenture has been duly qualified under the Trust Indenture Act; the Conversion Preference Shares (as defined, and issuable in the circumstances described, in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus) have been duly authorized as preference shares in the capital of the Company, free from pre-emptive and other rights, and, if and when issued, such Conversion Preference Shares will be validly issued and will be outstanding as fully paid and non-assessable preference shares; no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Disclosure Package, the Canadian Final Prospectus, the Disclosure Package Prospectus and the U.S. Final Prospectus with respect to such the Securities;

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Indenture, which is incorporated Base Indenture and the Third Supplemental Indenture have been duly authorized by reference as an exhibit to the Registration Statement, Company and the Base Indenture has been duly authorized executed and delivered by the Company and constitutes, and as of the Closing Date the Third Supplemental Indenture will have been duly qualified under executed and delivered by the Trust Indenture Act Company and the Indenture constitutes will constitute, a valid and legally binding instrument, and enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); the Indenture has been duly qualified under the Trust Indenture Act; the Conversion Preference Shares (as defined, and issuable in the circumstances described, in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus) have been duly authorized as preference shares in the capital of the Company, free from pre-emptive and other rights, and, if and when issued, such Conversion Preference Shares will be validly issued and will be outstanding as fully paid and non-assessable preference shares; no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Disclosure Package, the Canadian Final Prospectus, the Disclosure Package Prospectus and the U.S. Final Prospectus with respect to such the Securities;

Agreement, Securities and Indenture Authorization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives Representative to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the Indenture, which is was incorporated by reference as an exhibit to the Registration Statement, has been duly authorized and duly qualified under the Trust Indenture Act and the Indenture constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such Securities;

Agreement, Securities and Indenture Authorization. The Company and each Subsidiary Guarantor has full corporate or limited partnership power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the CompanyCompany and each Subsidiary Guarantor; the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered and, upon payment for the Securities by the Representatives to the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture; the IndentureGuarantees have been duly authorized and, which is incorporated when the Securities are issued and delivered pursuant to this Agreement, will have been duly executed, issued and delivered and, upon payment for the Securities by reference as an exhibit the Representatives to the Registration StatementCompany, will constitute valid and legally binding obligations of the Subsidiary Guarantors entitled to the benefits of the Indenture; the Indenture has been duly authorized authorized, executed and duly qualified under delivered by the Trust Indenture Act Company and the Indenture each Subsidiary Guarantor and constitutes a valid and legally binding instrument, and enforceable against the Company and each Subsidiary Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and and, with respect to the Company, to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); the Indenture has been duly qualified under the Trust Indenture Act; no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such the Securities;