Common use of Certain Matters Affecting the Registrar and Paying Agent Clause in Contracts

Certain Matters Affecting the Registrar and Paying Agent. (i) Each of the Registrar or any Paying Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. (ii) The recitals contained herein and in the Bonds (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Registrar) shall be taken as the statements of EDC, and the Registrar assumes no responsibility for the correctness of the same. Neither the Registrar nor any Paying Agent makes any representation as to the validity or sufficiency of this Agreement or the Bonds. Neither the Registrar nor any Paying Agent shall be accountable for the use or application by EDC of the proceeds of any Bonds authenticated and delivered by or on behalf of the Registrar or any Paying Agent in conformity with the provisions of this Agreement. (iii) The Registrar or any Paying Agent shall be obligated to perform such duties and only such duties as are herein and in the Bonds specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Bonds against the Registrar or any Paying Agent. Neither the Registrar nor any Paying Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to EDC of such a decision not to take action. (iv) Except as otherwise specifically provided herein or in the Bonds, any order, certificate, notice, request, direction or other communication from EDC, made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of EDC. Each Registrar or any Paying Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such Registrar or any Paying Agent, as applicable, and conforming to the requirements of this Agreement. EDC will furnish the Registrar and any Paying Agent with a certificate as to the incumbency and specimen signatures of persons who are authorized officers upon the execution of any Bond. Until the Registrar or any Paying Agent receives a subsequent certificate from EDC, the Registrar or any Paying Agent shall be entitled to rely on the last such certificate delivered to them for purposes of determining the authorized officers. (v) Except as specifically provided herein or in the Bonds, neither the Registrar nor any Paying Agent shall have any duty or responsibility in case of any default by EDC in the performance of its obligations. Under no circumstances does the Registrar or any Paying Agent have any duty or responsibility to accelerate all or any of the Bonds or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon EDC. (vi) Nothing herein or in the Bonds shall obligate the Registrar or any Paying Agent to provide notice of any default by EDC in the performance of its obligations. (vii) Whether or not therein expressly so provided, every provision of this Agreement and each Bond relating to the conduct of or affording protection to the Registrar or any Paying Agent shall be subject to the provisions of this Section 11. (viii) Whenever in the administration of this Agreement or the Bonds the Registrar or any Paying Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Bonds, such evidence may in the absence of bad faith be established by a certificate from an authorized officer of EDC unless other evidence be herein specifically described. (ix) Neither the Registrar nor any Paying Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Registrar or any Paying Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Registrar or such Paying Agent shall determine to make such further inquiry or investigation, EDC shall cooperate therewith to such extent as is reasonable under the circumstances. (x) Neither the Registrar nor any Paying Agent shall be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Bonds and no permissive power or authority available to the Registrar or any Paying Agent shall be construed as a duty. (xi) Neither the Registrar nor any Paying Agent shall be charged with knowledge of any default by EDC hereunder or under any of the Bonds unless the Registrar or such Paying Agent shall have received written notice thereof from EDC or the holder of a Bond. (xii) The Registrar shall, at the cost and expense of EDC, upon written directions of an authorized officer of EDC, invest specified amounts of funds held from time to time by the Registrar in specific lawful investments specified in such written directions provided the Registrar is able to make such investments. Gain or loss on all such investments are for the account of EDC and shall not otherwise affect the obligations of EDC under this Agreement. Investments shall mature no later than 9:00 a.m. (New York time) on the date funds are required to be used. Except as provided in this paragraph, the Registrar shall have no obligation to invest or pay interest on any funds held by it. (xiii) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Registrar that the Registrar in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted. The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Registrar’s Secure website xxx.xxxxxxxxx.xxx/xxxxxxxxxxxxxxxxxxx/xxxxxxxxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.

Certain Matters Affecting the Registrar and Paying Agent. (i) Each of the Registrar or any Paying Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. (ii) The recitals contained herein and in the Bonds (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Registrar) shall be taken as the statements of EDC, and the Registrar assumes no responsibility for the correctness of the same. Neither the Registrar nor any Paying Agent makes any representation as to the validity or sufficiency of this Agreement or the Bonds. Neither the Registrar nor any Paying Agent shall be accountable for the use or application by EDC of the proceeds of any Bonds authenticated and delivered by or on behalf of the Registrar or any Paying Agent in conformity with the provisions of this Agreement. (iii) The Registrar or any Paying Agent shall be obligated to perform such duties and only such duties as are herein and in the Bonds specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Bonds against the Registrar or any Paying Agent. Neither the Registrar nor any Paying Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to EDC of such a decision not to take action. (iv) Except as otherwise specifically provided herein or in the Bonds, any order, certificate, notice, request, direction or other communication from EDC, made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of EDC. Each Registrar or any Paying Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such Registrar or any Paying Agent, as applicable, and conforming to the requirements of this Agreement. EDC will furnish the Registrar and any Paying Agent with a certificate as to the incumbency and specimen signatures of persons who are authorized officers upon the execution of any Bond. Until the Registrar or any Paying Agent receives a subsequent certificate from EDC, the Registrar or any Paying Agent shall be entitled to rely on the last such certificate delivered to them for purposes of determining the authorized officers. (v) Except as specifically provided herein or in the Bonds, neither the Registrar nor any Paying Agent shall have any duty or responsibility in case of any default by EDC in the performance of its obligations. Under no circumstances does the Registrar or any Paying Agent have any duty or responsibility to accelerate all or any of the Bonds or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon EDC. (vi) Nothing herein or in the Bonds shall obligate the Registrar or any Paying Agent to provide notice of any default by EDC in the performance of its obligations. (vii) Whether or not therein expressly so provided, every provision of this Agreement and each Bond relating to the conduct of or affording protection to the Registrar or any Paying Agent shall be subject to the provisions of this Section 11. (viii) Whenever in the administration of this Agreement or the Bonds the Registrar or any Paying Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Bonds, such evidence may in the absence of bad faith be established by a certificate from an authorized officer of EDC unless other evidence be herein specifically described. (ix) Neither the Registrar nor any Paying Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Registrar or any Paying Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Registrar or such Paying Agent shall determine to make such further inquiry or investigation, EDC shall cooperate therewith to such extent as is reasonable under the circumstances. (x) Neither the Registrar nor any Paying Agent shall be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Bonds and no permissive power or authority available to the Registrar or any Paying Agent shall be construed as a duty. (xi) Neither the Registrar nor any Paying Agent shall be charged with knowledge of any default by EDC hereunder or under any of the Bonds unless the Registrar or such Paying Agent shall have received written notice thereof from EDC or the holder of a Bond. (xii) The Registrar shall, at the cost and expense of EDC, upon written directions of an authorized officer of EDC, invest specified amounts of funds held from time to time by the Registrar in specific lawful investments specified in such written directions provided the Registrar is able to make such investments. Gain or loss on all such investments are for the account of EDC and shall not otherwise affect the obligations of EDC under this Agreement. Investments shall mature no later than 9:00 a.m. (New York time) on the date funds are required to be used. Except as provided in this paragraph, the Registrar shall have no obligation to invest or pay interest on any funds held by it. (xiii) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Registrar that the Registrar in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted. The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Registrar’s Secure website xxx.xxxxxxxxx.xxx/xxxxxxxxxxxxxxxxxxx/xxxxxxxxxxx.xxx xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.

Certain Matters Affecting the Registrar and Paying Agent. (i) Each of the Registrar or any Paying Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. (ii) The recitals contained herein and in the Bonds (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Registrar) shall be taken as the statements of EDCCanada, and the Registrar assumes no responsibility for the correctness of the same. Neither the Registrar nor any Paying Agent makes any representation as to the validity or sufficiency of this Agreement or the Bonds. Neither the Registrar nor any Paying Agent shall be accountable for the use or application by EDC Canada of the proceeds of any Bonds authenticated and delivered by or on behalf of the Registrar or any Paying Agent in conformity with the provisions of this Agreement. (iii) The Registrar or any Paying Agent shall be obligated to perform such duties and only such duties as are herein and in the Bonds specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Bonds against the Registrar or any Paying Agent. Neither the Registrar nor any Paying Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to EDC Canada of such a decision not to take action. (iv) Except as otherwise specifically provided herein or in the Bonds, any order, certificate, notice, request, direction or other communication from EDCCanada, made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of EDCAuthorized Official. Each The Registrar or any Paying Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such the Registrar or any Paying Agent, as applicable, and conforming to the requirements of this Agreement. EDC Canada will furnish the Registrar and any Paying Agent with a certificate as to the incumbency and specimen signatures of persons who are authorized officers Authorized Officials upon the execution of any Bond. Until the Registrar or any Paying Agent receives a subsequent certificate from EDCCanada, the Registrar or any Paying Agent shall be entitled to rely on the last such certificate delivered to them for purposes of determining the authorized officersAuthorized Officials. (v) Except as specifically provided herein or in the Bonds, neither the Registrar nor any Paying Agent shall have any duty or responsibility in case of any default by EDC Canada in the performance of its obligations. Under no circumstances does the Registrar or any Paying Agent have any duty or responsibility to accelerate all or any of the Bonds or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon EDCCanada. (vi) Nothing herein or in the Bonds shall obligate the Registrar or any Paying Agent to provide notice of any default by EDC Canada in the performance of its obligations. (vii) Whether or not therein expressly so provided, every provision of this Agreement and each Bond relating to the conduct of or affording protection to the Registrar or any Paying Agent shall be subject to the provisions of this Section 11. (viii) Whenever in the administration of this Agreement or the Bonds the Registrar or any Paying Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Bonds, such evidence may in the absence of bad faith be established by a certificate from an authorized officer Authorized Official and/or an opinion of EDC counsel unless other evidence be herein specifically described. (ix) Neither the Registrar nor any Paying Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Registrar or any Paying Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Registrar or such Paying Agent shall determine to make such further inquiry or investigation, EDC Canada shall cooperate therewith to such extent as is reasonable under the circumstances. (x) Neither the Registrar nor any Paying Agent shall be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Bonds and no permissive power or authority available to the Registrar or any Paying Agent shall be construed as a duty. (xi) Neither the Registrar nor any Paying Agent shall be charged with knowledge of any default by EDC Canada hereunder or under any of the Bonds unless the Registrar or such Paying Agent shall have received written notice thereof from EDC Canada or the holder of a Bond. (xii) The Registrar shall, at the cost and expense of EDCCanada, upon written directions of an authorized officer of EDCAuthorized Official, invest specified amounts of funds held from time to time by the Registrar in specific lawful investments specified in such written directions provided the Registrar is able to make such investments. Gain or loss on all such investments are for the account of EDC Canada and shall not otherwise affect the obligations of EDC Canada under this Agreement. Investments shall mature no later than 9:00 a.m. (New York City time) on the date funds are required to be used. Except as provided in this paragraph, the Registrar shall have no obligation to invest or pay interest on any funds held by it. (xiii) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Registrar that the Registrar in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted. The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and assistance For more information on registering and using the email encryption technology can be found at the Registrar’s Secure website xxx.xxxxxxxxx.xxx/xxxxxxxxxxxxxxxxxxx/xxxxxxxxxxx.xxx or by calling registration process call (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time(outside the U.S.), or contact the Registrar. (xiv) In no event shall the Registrar be liable for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to lost profits), even if the Registrar has been advised of the likelihood of such damages or penalty and regardless of the form of action.

Certain Matters Affecting the Registrar and Paying Agent. (i) Each of the Registrar or any Paying Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. (ii) The recitals contained herein and in the Bonds (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Registrar) shall be taken as the statements of EDC, and the Registrar assumes no responsibility for the correctness of the same. Neither the Registrar nor any Paying Agent makes any representation as to the validity or sufficiency of this Agreement or the Bonds. Neither the Registrar nor any Paying Agent shall be accountable for the use or application by EDC of the proceeds of any Bonds authenticated and delivered by or on behalf of the Registrar or any Paying Agent in conformity with the provisions of this Agreement. (iii) The Registrar or any Paying Agent shall be obligated to perform such duties and only such duties as are herein and in the Bonds specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Bonds against the Registrar or any Paying Agent. Neither the Registrar nor any Paying Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to EDC of such a decision not to take action. (iv) Except as otherwise specifically provided herein or in the Bonds, any order, certificate, notice, request, direction or other communication from EDC, made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of EDC. Each Registrar or any Paying Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such Registrar or any Paying Agent, as applicable, and conforming to the requirements of this Agreement. EDC will furnish the Registrar and any Paying Agent with a certificate as to the incumbency and specimen signatures of persons who are authorized officers upon the execution of any Bond. Until the Registrar or any Paying Agent receives a subsequent certificate from EDC, the Registrar or any Paying Agent shall be entitled to rely on the last such certificate delivered to them for purposes of determining the authorized officers. (v) Except as specifically provided herein or in the Bonds, neither the Registrar nor any Paying Agent shall have any duty or responsibility in case of any default by EDC in the performance of its obligations. Under no circumstances does the Registrar or any Paying Agent have any duty or responsibility to accelerate all or any of the Bonds or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon EDC. (vi) Nothing herein or in the Bonds shall obligate the Registrar or any Paying Agent to provide notice of any default by EDC in the performance of its obligations. (vii) Whether or not therein expressly so provided, every provision of this Agreement and each Bond relating to the conduct of or affording protection to the Registrar or any Paying Agent shall be subject to the provisions of this Section 11. (viii) Whenever in the administration of this Agreement or the Bonds the Registrar or any Paying Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Bonds, such evidence may in the absence of bad faith be established by a certificate from an authorized officer of EDC unless other evidence be herein specifically described. (ix) Neither the Registrar nor any Paying Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Registrar or any Paying Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Registrar or such Paying Agent shall determine to make such further inquiry or investigation, EDC shall cooperate therewith to such extent as is reasonable under the circumstances. (x) Neither the Registrar nor any Paying Agent shall be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Bonds and no permissive power or authority available to the Registrar or any Paying Agent shall be construed as a duty. (xi) Neither the Registrar nor any Paying Agent shall be charged with knowledge of any default by EDC hereunder or under any of the Bonds unless the Registrar or such Paying Agent shall have received written notice thereof from EDC or the holder of a Bond. (xii) The Registrar shall, at the cost and expense of EDC, upon written directions of an authorized officer of EDC, invest specified amounts of funds held from time to time by the Registrar in specific lawful investments specified in such written directions provided the Registrar is able to make such investments. Gain or loss on all such investments are for the account of EDC and shall not otherwise affect the obligations of EDC under this Agreementagreement. Investments shall mature no later than 9:00 a.m. (New York time) on the date funds are required to be used. Except as provided in this paragraph, the Registrar shall have no obligation to invest or pay interest on any funds held by it. (xiii) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Registrar that the Registrar in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted. The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Registrar’s Secure website xxx.xxxxxxxxx.xxx/xxxxxxxxxxxxxxxxxxx/xxxxxxxxxxx.xxx wxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.

Certain Matters Affecting the Registrar and Paying Agent. (i) Each of the Registrar or any Paying Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. (ii) The recitals contained herein and in the Bonds (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Registrar) shall be taken as the statements of EDC, and the Registrar assumes no responsibility for the correctness of the same. Neither the Registrar nor any Paying Agent makes any representation as to the validity or sufficiency of this Agreement or the Bonds. Neither the Registrar nor any Paying Agent shall be accountable for the use or application by EDC of the proceeds of any Bonds authenticated and delivered by or on behalf of the Registrar or any Paying Agent in conformity with the provisions of this Agreement. (iii) The Registrar or any Paying Agent shall be obligated to perform such duties and only such duties as are herein and in the Bonds specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Bonds against the Registrar or any Paying Agent. Neither the Registrar nor any Paying Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to EDC of such a decision not to take action. (iv) Except as otherwise specifically provided herein or in the Bonds, any order, certificate, notice, request, direction or other communication from EDC, made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of EDC. Each Registrar or any Paying Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such Registrar or any Paying Agent, as applicable, and conforming to the requirements of this Agreement. EDC will furnish the Registrar and any Paying Agent with a certificate as to the incumbency and specimen signatures of persons who are authorized officers upon the execution of any Bond. Until the Registrar or any Paying Agent receives a subsequent certificate from EDC, the Registrar or any Paying Agent shall be entitled to rely on the last such certificate delivered to them for purposes of determining the authorized officers. (v) Except as specifically provided herein or in the Bonds, neither the Registrar nor any Paying Agent shall have any duty or responsibility in case of any default by EDC in the performance of its obligations. Under no circumstances does the Registrar or any Paying Agent have any duty or responsibility to accelerate all or any of the Bonds or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon EDC. (vi) Nothing herein or in the Bonds shall obligate the Registrar or any Paying Agent to provide notice of any default by EDC in the performance of its obligations. (vii) Whether or not therein expressly so provided, every provision of this Agreement and each Bond relating to the conduct of or affording protection to the Registrar or any Paying Agent shall be subject to the provisions of this Section 11. (viii) Whenever in the administration of this Agreement or the Bonds the Registrar or any Paying Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Bonds, such evidence may in the absence of bad faith be established by a certificate from an authorized officer of EDC unless other evidence be herein specifically described. (ix) Neither the Registrar nor any Paying Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Registrar or any Paying Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Registrar or such Paying Agent shall determine to make such further inquiry or investigation, EDC shall cooperate therewith to such extent as is reasonable under the circumstances. (x) Neither the Registrar nor any Paying Agent shall be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Bonds and no permissive power or authority available to the Registrar or any Paying Agent shall be construed as a duty. (xi) Neither the Registrar nor any Paying Agent shall be charged with knowledge of any default by EDC hereunder or under any of the Bonds unless the Registrar or such Paying Agent shall have received written notice thereof from EDC or the holder of a Bond. (xii) The Registrar shall, at the cost and expense of EDC, upon written directions of an authorized officer of EDC, invest specified amounts of funds held from time to time by the Registrar in specific lawful investments specified in such written directions provided the Registrar is able to make such investments. Gain or loss on all such investments are for the account of EDC and shall not otherwise affect the obligations of EDC under this Agreement. Investments shall mature no later than 9:00 a.m. (New York time) on the date funds are required to be used. Except as provided in this paragraph, the Registrar shall have no obligation to invest or pay interest on any funds held by it. (xiii) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Registrar that the Registrar in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted. The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Registrar’s Secure website xxx.xxxxxxxxx.xxx/xxxxxxxxxxxxxxxxxxx/xxxxxxxxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.

Certain Matters Affecting the Registrar and Paying Agent. (i) Each of the Registrar or any Paying Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. (ii) The recitals contained herein and in the Bonds (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Registrar) shall be taken as the statements of EDCCanada, and the Registrar assumes no responsibility for the correctness of the same. Neither the Registrar nor any Paying Agent makes any representation as to the validity or sufficiency of this Agreement or the Bonds. Neither the Registrar nor any Paying Agent shall be accountable for the use or application by EDC Canada of the proceeds of any Bonds authenticated and delivered by or on behalf of the Registrar or any Paying Agent in conformity with the provisions of this Agreement. (iii) The Registrar or any Paying Agent shall be obligated to perform such duties and only such duties as are herein and in the Bonds specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Bonds against the Registrar or any Paying Agent. Neither the Registrar nor any Paying Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to EDC Canada of such a decision not to take action. (iv) Except as otherwise specifically provided herein or in the Bonds, any order, certificate, notice, request, direction or other communication from EDCCanada, made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of EDCAuthorized Official. Each The Registrar or any Paying Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such the Registrar or any Paying Agent, as applicable, and conforming to the requirements of this Agreement. EDC Canada will furnish the Registrar and any Paying Agent with a certificate as to the incumbency and specimen signatures of persons who are authorized officers Authorized Officials upon the execution of any Bond. Until the Registrar or any Paying Agent receives a subsequent certificate from EDCCanada, the Registrar or any Paying Agent shall be entitled to rely on the last such certificate delivered to them for purposes of determining the authorized officersAuthorized Officials. (v) Except as specifically provided herein or in the Bonds, neither the Registrar nor any Paying Agent shall have any duty or responsibility in case of any default by EDC Canada in the performance of its obligations. Under no circumstances does the Registrar or any Paying Agent have any duty or responsibility to accelerate all or any of the Bonds or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon EDCCanada. (vi) Nothing herein or in the Bonds shall obligate the Registrar or any Paying Agent to provide notice of any default by EDC Canada in the performance of its obligations. (vii) Whether or not therein expressly so provided, every provision of this Agreement and each Bond relating to the conduct of or affording protection to the Registrar or any Paying Agent shall be subject to the provisions of this Section 11. (viii) Whenever in the administration of this Agreement or the Bonds the Registrar or any Paying Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Bonds, such evidence may in the absence of bad faith be established by a certificate from an authorized officer Authorized Official and/or an opinion of EDC counsel unless other evidence be herein specifically described. (ix) Neither the Registrar nor any Paying Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Registrar or any Paying Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Registrar or such Paying Agent shall determine to make such further inquiry or investigation, EDC Canada shall cooperate therewith to such extent as is reasonable under the circumstances. (x) Neither the Registrar nor any Paying Agent shall be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Bonds and no permissive power or authority available to the Registrar or any Paying Agent shall be construed as a duty. (xi) Neither the Registrar nor any Paying Agent shall be charged with knowledge of any default by EDC Canada hereunder or under any of the Bonds unless the Registrar or such Paying Agent shall have received written notice thereof from EDC Canada or the holder of a Bond. (xii) The Registrar shall, at the cost and expense of EDCCanada, upon written directions of an authorized officer of EDCAuthorized Official, invest specified amounts of funds held from time to time by the Registrar in specific lawful investments specified in such written directions provided the Registrar is able to make such investments. Gain or loss on all such investments are for the account of EDC Canada and shall not otherwise affect the obligations of EDC Canada under this Agreement. Investments shall mature no later than 9:00 a.m. (New York time) on the date funds are required to be used. Except as provided in this paragraph, the Registrar shall have no obligation to invest or pay interest on any funds held by it. (xiii) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Registrar that the Registrar in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted. The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Registrar’s Secure secure website xxx.xxxxxxxxx.xxx/xxxxxxxxxxxxxxxxxxx/xxxxxxxxxxx.xxx xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.

Certain Matters Affecting the Registrar and Paying Agent. (i) Each of the Registrar or any Paying Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. (ii) The recitals contained herein and in the Bonds (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Registrar) shall be taken as the statements of EDCCanada, and the Registrar assumes no responsibility for the correctness of the same. Neither the Registrar nor any Paying Agent makes any representation as to the validity or sufficiency of this Agreement or the Bonds. Neither the Registrar nor any Paying Agent shall be accountable for the use or application by EDC Canada of the proceeds of any Bonds authenticated and delivered by or on behalf of the Registrar or any Paying Agent in conformity with the provisions of this Agreement. (iii) The Registrar or any Paying Agent shall be obligated to perform such duties and only such duties as are herein and in the Bonds specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Bonds against the Registrar or any Paying Agent. Neither the Registrar nor any Paying Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to EDC Canada of such a decision not to take action. (iv) Except as otherwise specifically provided herein or in the Bonds, any order, certificate, notice, request, direction or other communication from EDCCanada, made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of EDCAuthorized Official. Each The Registrar or any Paying Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such the Registrar or any Paying Agent, as applicable, and conforming to the requirements of this Agreement. EDC Canada will furnish the Registrar and any Paying Agent with a certificate as to the incumbency and specimen signatures of persons who are authorized officers Authorized Officials upon the execution of any Bond. Until the Registrar or any Paying Agent receives a subsequent certificate from EDCCanada, the Registrar or any Paying Agent shall be entitled to rely on the last such certificate delivered to them for purposes of determining the authorized officersAuthorized Officials. (v) Except as specifically provided herein or in the Bonds, neither the Registrar nor any Paying Agent shall have any duty or responsibility in case of any default by EDC Canada in the performance of its obligations. Under no circumstances does the Registrar or any Paying Agent have any duty or responsibility to accelerate all or any of the Bonds or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon EDCCanada. (vi) Nothing herein or in the Bonds shall obligate the Registrar or any Paying Agent to provide notice of any default by EDC Canada in the performance of its obligations. (vii) Whether or not therein expressly so provided, every provision of this Agreement and each Bond relating to the conduct of or affording protection to the Registrar or any Paying Agent shall be subject to the provisions of this Section 11. (viii) Whenever in the administration of this Agreement or the Bonds the Registrar or any Paying Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Bonds, such evidence may in the absence of bad faith be established by a certificate from an authorized officer Authorized Official and/or an opinion of EDC counsel unless other evidence be herein specifically described. (ix) Neither the Registrar nor any Paying Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Registrar or any Paying Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Registrar or such Paying Agent shall determine to make such further inquiry or investigation, EDC Canada shall cooperate therewith to such extent as is reasonable under the circumstances. (x) Neither the Registrar nor any Paying Agent shall be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Bonds and no permissive power or authority available to the Registrar or any Paying Agent shall be construed as a duty. (xi) Neither the Registrar nor any Paying Agent shall be charged with knowledge of any default by EDC Canada hereunder or under any of the Bonds unless the Registrar or such Paying Agent shall have received written notice thereof from EDC Canada or the holder of a Bond. (xii) The Registrar shall, at the cost and expense of EDC, upon written directions of an authorized officer of EDC, invest specified amounts of funds held from time to time by the Registrar in specific lawful investments specified in such written directions provided the Registrar is able to make such investments. Gain or loss on all such investments are for the account of EDC and shall not otherwise affect the obligations of EDC under this Agreement. Investments shall mature no later than 9:00 a.m. (New York time) on the date funds are required to be used. Except as provided in this paragraph, the Registrar shall have no obligation to invest or pay interest on any funds held by it. (xiii) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Registrar that the Registrar in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted. The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Registrar’s Secure website xxx.xxxxxxxxx.xxx/xxxxxxxxxxxxxxxxxxx/xxxxxxxxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.

Certain Matters Affecting the Registrar and Paying Agent. (i) Each of the Registrar or any Paying Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. (ii) The recitals contained herein and in the Bonds (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Registrar) shall be taken as the statements of EDCCanada, and the Registrar assumes no responsibility for the correctness of the same. Neither the Registrar nor any Paying Agent makes any representation as to the validity or sufficiency of this Agreement or the Bonds. Neither the Registrar nor any Paying Agent shall be accountable for the use or application by EDC Canada of the proceeds of any Bonds authenticated and delivered by or on behalf of the Registrar or any Paying Agent in conformity with the provisions of this Agreement. (iii) The Registrar or any Paying Agent shall be obligated to perform such duties and only such duties as are herein and in the Bonds specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Bonds against the Registrar or any Paying Agent. Neither the Registrar nor any Paying Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to EDC Canada of such a decision not to take action. (iv) Except as otherwise specifically provided herein or in the Bonds, any order, certificate, notice, request, direction or other communication from EDCCanada, made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of EDCAuthorized Official. Each The Registrar or any Paying Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such the Registrar or any Paying Agent, as applicable, and conforming to the requirements of this Agreement. EDC Canada will furnish the Registrar and any Paying Agent with a certificate as to the incumbency and specimen signatures of persons who are authorized officers Authorized Officials upon the execution of any Bond. Until the Registrar or any Paying Agent receives a subsequent certificate from EDCCanada, the Registrar or any Paying Agent shall be entitled to rely on the last such certificate delivered to them for purposes of determining the authorized officersAuthorized Officials. (v) Except as specifically provided herein or in the Bonds, neither the Registrar nor any Paying Agent shall have any duty or responsibility in case of any default by EDC Canada in the performance of its obligations. Under no circumstances does the Registrar or any Paying Agent have any duty or responsibility to accelerate all or any of the Bonds or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon EDCCanada. (vi) Nothing herein or in the Bonds shall obligate the Registrar or any Paying Agent to provide notice of any default by EDC Canada in the performance of its obligations. (vii) Whether or not therein expressly so provided, every provision of this Agreement and each Bond relating to the conduct of or affording protection to the Registrar or any Paying Agent shall be subject to the provisions of this Section 11. (viii) Whenever in the administration of this Agreement or the Bonds the Registrar or any Paying Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Bonds, such evidence may in the absence of bad faith be established by a certificate from an authorized officer Authorized Official and/or an opinion of EDC counsel unless other evidence be herein specifically described. (ix) Neither the Registrar nor any Paying Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Registrar or any Paying Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Registrar or such Paying Agent shall determine to make such further inquiry or investigation, EDC Canada shall cooperate therewith to such extent as is reasonable under the circumstances. (x) Neither the Registrar nor any Paying Agent shall be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Bonds and no permissive power or authority available to the Registrar or any Paying Agent shall be construed as a duty. (xi) Neither the Registrar nor any Paying Agent shall be charged with knowledge of any default by EDC Canada hereunder or under any of the Bonds unless the Registrar or such Paying Agent shall have received written notice thereof from EDC Canada or the holder of a Bond. (xii) The Registrar shall, at the cost and expense of EDCCanada, upon written directions of an authorized officer of EDCAuthorized Official, invest specified amounts of funds held from time to time by the Registrar in specific lawful investments specified in such written directions provided the Registrar is able to make such investments. Gain or loss on all such investments are for the account of EDC Canada and shall not otherwise affect the obligations of EDC Canada under this Agreement. Investments shall mature no later than 9:00 a.m. (New York City time) on the date funds are required to be used. Except as provided in this paragraph, the Registrar shall have no obligation to invest or pay interest on any funds held by it. (xiii) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Registrar that the Registrar in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted. The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Registrar’s Secure secure website xxx.xxxxxxxxx.xxx/xxxxxxxxxxxxxxxxxxx/xxxxxxxxxxx.xxx xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.

Certain Matters Affecting the Registrar and Paying Agent. (i) Each of the Registrar or any Paying Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. (ii) The recitals contained herein and in the Bonds (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Registrar) shall be taken as the statements of EDC, and the Registrar assumes no responsibility for the correctness of the same. Neither the Registrar nor any Paying Agent makes any representation as to the validity or sufficiency of this Agreement or the Bonds. Neither the Registrar nor any Paying Agent shall be accountable for the use or application by EDC of the proceeds of any Bonds authenticated and delivered by or on behalf of the Registrar or any Paying Agent in conformity with the provisions of this Agreement. (iii) The Registrar or any Paying Agent shall be obligated to perform such duties and only such duties as are herein and in the Bonds specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Bonds against the Registrar or any Paying Agent. Neither the Registrar nor any Paying Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to EDC of such a decision not to take action. (iv) Except as otherwise specifically provided herein or in the Bonds, any order, certificate, notice, request, direction or other communication from EDC, made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of EDC. Each Registrar or any Paying Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such Registrar or any Paying Agent, as applicable, and conforming to the requirements of this Agreement. EDC will furnish the Registrar and any Paying Agent with a certificate as to the incumbency and specimen signatures of persons who are authorized officers upon the execution of any Bond. Until the Registrar or any Paying Agent receives a subsequent certificate from EDC, the Registrar or any Paying Agent shall be entitled to rely on the last such certificate delivered to them for purposes of determining the authorized officers. (v) Except as specifically provided herein or in the Bonds, neither the Registrar nor any Paying Agent shall have any duty or responsibility in case of any default by EDC in the performance of its obligations. Under no circumstances does the Registrar or any Paying Agent have any duty or responsibility to accelerate all or any of the Bonds or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon EDC. (vi) Nothing herein or in the Bonds shall obligate the Registrar or any Paying Agent to provide notice of any default by EDC in the performance of its obligations. (vii) Whether or not therein expressly so provided, every provision of this Agreement and each Bond relating to the conduct of or affording protection to the Registrar or any Paying Agent shall be subject to the provisions of this Section 11. (viii) Whenever in the administration of this Agreement or the Bonds the Registrar or any Paying Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Bonds, such evidence may in the absence of bad faith be established by a certificate from an authorized officer of EDC unless other evidence be herein specifically described. (ix) Neither the Registrar nor any Paying Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but each of the Registrar or any Paying Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Registrar or such Paying Agent shall determine to make such further inquiry or investigation, EDC shall cooperate therewith to such extent as is reasonable under the circumstances. (x) Neither the Registrar nor any Paying Agent shall be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Bonds and no permissive power or authority available to the Registrar or any Paying Agent shall be construed as a duty. (xi) Neither the Registrar nor any Paying Agent shall be charged with knowledge of any default by EDC hereunder or under any of the Bonds unless the Registrar or such Paying Agent shall have received written notice thereof from EDC or the holder of a Bond. (xii) The Registrar shall, at the cost and expense of EDC, upon written directions of an authorized officer of EDC, invest specified amounts of funds held from time to time by the Registrar in specific lawful investments specified in such written directions provided the Registrar is able to make such investments. Gain or loss on all such investments are for the account of EDC and shall not otherwise affect the obligations of EDC under this Agreement. Investments shall mature no later than 9:00 a.m. (New York time) on the date funds are required to be used. Except as provided in this paragraph, the Registrar shall have no obligation to invest or pay interest on any funds held by it. (xiii) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Registrar that the Registrar in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted. The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Registrar’s Secure website xxx.xxxxxxxxx.xxx/xxxxxxxxxxxxxxxxxxx/xxxxxxxxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.

Certain Matters Affecting the Registrar and Paying Agent. (i) Each of the Registrar or any Paying Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. (ii) The recitals contained herein and in the Bonds (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Registrar) shall be taken as the statements of EDC, and the Registrar assumes assume no responsibility for the correctness of the same. Neither the Registrar nor any Paying Agent makes any representation as to the validity or sufficiency of this Agreement or the Bonds. Neither the Registrar nor any Paying Agent shall be accountable for the use or application by EDC of the proceeds of any Bonds authenticated and delivered by or on behalf of the Registrar or any Paying Agent in conformity with the provisions of this Agreement. (iii) The Registrar or any Paying Agent shall be obligated to perform such duties and only such duties as are herein and in the Bonds specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Bonds against the Registrar or any Paying Agent. Neither the Registrar nor any Paying Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to EDC of such a decision not to take action. (iv) Except as otherwise specifically provided herein or in the Bonds, any order, certificate, notice, request, direction or other communication from EDC, made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of EDC. Each Registrar or any Paying Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such Registrar or any Paying Agent, as applicable, and conforming to the requirements of this Agreement. EDC will furnish the Registrar and any Paying Agent with a certificate as to the incumbency and specimen signatures of persons who are authorized officers upon the execution of any Bond. Until the Registrar or any Paying Agent receives a subsequent certificate from EDC, the Registrar or any Paying Agent shall be entitled to rely on the last such certificate delivered to them for purposes of determining the authorized officers. (v) Except as specifically provided herein or in the Bonds, neither the Registrar nor any Paying Agent shall have any duty or responsibility in case of any default by EDC in the performance of its obligations. Under no circumstances does the Registrar or any Paying Agent have any duty or responsibility to accelerate all or any of the Bonds or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon EDC. (vi) Nothing herein or in the Bonds shall obligate the Registrar or any Paying Agent to provide notice of any default by EDC in the performance of its obligations. (vii) Whether or not therein expressly so provided, every provision of this Agreement and each Bond relating to the conduct of or affording protection to the Registrar or any Paying Agent shall be subject to the provisions of this Section 11. (viii) Whenever in the administration of this Agreement or the Bonds the Registrar or any Paying Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Bonds, such evidence may in the absence of bad faith be established by a certificate from an authorized officer of EDC unless other evidence be herein specifically described. (ix) Neither the Registrar nor any Paying Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Registrar or any Paying Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Registrar or such Paying Agent shall determine to make such further inquiry or investigation, EDC shall cooperate therewith to such extent as is reasonable under the circumstances. (x) Neither the Registrar nor any Paying Agent shall be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Bonds and no permissive power or authority available to the Registrar or any Paying Agent shall be construed as a duty. (xi) Neither the Registrar nor any Paying Agent shall be charged with knowledge of any default by EDC hereunder or under any of the Bonds unless the Registrar or such Paying Agent shall have received written notice thereof from EDC or the holder of a Bond. (xii) The Registrar shall, at the cost and expense of EDC, upon written directions of an authorized officer of EDC, invest specified amounts of funds held from time to time by the Registrar in specific lawful investments specified in such written directions provided the Registrar is able to make such investments. Gain or loss on all such investments are for the account of EDC and shall not otherwise affect the obligations of EDC under this Agreementagreement. Investments shall mature no later than 9:00 a.m. (New York time) on the date funds are required to be used. Except as provided in this paragraph, the Registrar shall have no obligation to invest or pay interest on any funds held by it. (xiii) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Registrar that the Registrar in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted. The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Registrar’s Secure website xxx.xxxxxxxxx.xxx/xxxxxxxxxxxxxxxxxxx/xxxxxxxxxxx.xxx wxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.

Certain Matters Affecting the Registrar and Paying Agent. (i) Each of the Registrar or any Paying Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. (ii) The recitals contained herein and in the Bonds (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Registrar) shall be taken as the statements of EDCCanada, and the Registrar assumes no responsibility for the correctness of the same. Neither the Registrar nor any Paying Agent makes any representation as to the validity or sufficiency of this Agreement or the Bonds. Neither the Registrar nor any Paying Agent shall be accountable for the use or application by EDC Canada of the proceeds of any Bonds authenticated and delivered by or on behalf of the Registrar or any Paying Agent in conformity with the provisions of this Agreement. (iii) The Registrar or any Paying Agent shall be obligated to perform such duties and only such duties as are herein and in the Bonds specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Bonds against the Registrar or any Paying Agent. Neither the Registrar nor any Paying Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to EDC Canada of such a decision not to take action. (iv) Except as otherwise specifically provided herein or in the Bonds, any order, certificate, notice, request, direction or other communication from EDCCanada, made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of EDCAuthorized Official. Each The Registrar or any Paying Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such the Registrar or any Paying Agent, as applicable, and conforming to the requirements of this Agreement. EDC Canada will furnish the Registrar and any Paying Agent with a certificate as to the incumbency and specimen signatures of persons who are authorized officers Authorized Officials upon the execution of any Bond. Until the Registrar or any Paying Agent receives a subsequent certificate from EDCCanada, the Registrar or any Paying Agent shall be entitled to rely on the last such certificate delivered to them for purposes of determining the authorized officersAuthorized Officials. (v) Except as specifically provided herein or in the Bonds, neither the Registrar nor any Paying Agent shall have any duty or responsibility in case of any default by EDC Canada in the performance of its obligations. Under no circumstances does the Registrar or any Paying Agent have any duty or responsibility to accelerate all or any of the Bonds or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon EDCCanada. (vi) Nothing herein or in the Bonds shall obligate the Registrar or any Paying Agent to provide notice of any default by EDC Canada in the performance of its obligations. (vii) Whether or not therein expressly so provided, every provision of this Agreement and each Bond relating to the conduct of or affording protection to the Registrar or any Paying Agent shall be subject to the provisions of this Section 11. (viii) Whenever in the administration of this Agreement or the Bonds the Registrar or any Paying Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Bonds, such evidence may in the absence of bad faith be established by a certificate from an authorized officer Authorized Official and/or an opinion of EDC counsel unless other evidence be herein specifically described. (ix) Neither the Registrar nor any Paying Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Registrar or any Paying Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Registrar or such Paying Agent shall determine to make such further inquiry or investigation, EDC Canada shall cooperate therewith to such extent as is reasonable under the circumstances. (x) Neither the Registrar nor any Paying Agent shall be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Bonds and no permissive power or authority available to the Registrar or any Paying Agent shall be construed as a duty. (xi) Neither the Registrar nor any Paying Agent shall be charged with knowledge of any default by EDC Canada hereunder or under any of the Bonds unless the Registrar or such Paying Agent shall have received written notice thereof from EDC Canada or the holder of a Bond. (xii) The Registrar shall, at the cost and expense of EDCCanada, upon written directions of an authorized officer of EDCAuthorized Official, invest specified amounts of funds held from time to time by the Registrar in specific lawful investments specified in such written directions provided the Registrar is able to make such investments. Gain or loss on all such investments are for the account of EDC Canada and shall not otherwise affect the obligations of EDC Canada under this Agreement. Investments shall mature no later than 9:00 a.m. (New York City time) on the date funds are required to be used. Except as provided in this paragraph, the Registrar shall have no obligation to invest or pay interest on any funds held by it. (xiii) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Registrar that the Registrar in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted. The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Registrar’s Secure secure website xxx.xxxxxxxxx.xxx/xxxxxxxxxxxxxxxxxxx/xxxxxxxxxxx.xxx xxxx://xxx.xxxx.xxx/citi/citizen/privacy/email.htm or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time. (xiv) In no event shall the Registrar be liable for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to lost profits), even if the Registrar has been advised of the likelihood of such damages or penalty and regardless of the form of action.