Common use of Conditions of the Underwriters’ Obligations Clause in Contracts

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale and the Closing Date, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Prospectus shall have been filed with the Reviewing Authority under the Shelf Procedures and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time date hereof and as of Sale the Closing Date and the each Option Closing Date, if any, with respect to the Company as if it had been made on and as of the Closing Date or each Option Closing Date, as the case may be; the accuracy on and as of the Closing Date or Option Closing Date, if any, of the statements of the officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; and the performance by the Company on and the Guarantor at or prior to the Closing Date as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and each Option Closing Date, if any, of its covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than on the Reviewing Authority under the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or the Guarantor pursuant to Rule 433(d) under the ActRepresentative, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and, at Closing Date and each Option Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or threatened by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriters' Counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to the Closing Date the Company shall have provided evidence satisfactory to the Representative of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each Underwriter The Representative shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact which, in the Representative's opinion, is material, or omit omits to state a fact which, in the Representative's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Representative's opinion, is material, or omits to state a fact which, in the Representative's opinion, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (hc) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, the Representative shall have received from Underwriters' Counsel, such opinion or opinions with respect to such matters as the Representative may request and Underwriters' Counsel shall have received such termination papers and information as they request to enable them to pass upon such matters. (d) At Closing Date, the Underwriter shall be without liability have received the favorable opinion of Johnson, Blakely, Pope, Bokor, Xxxxxx & Xxxxx, P.A. ("Xxxxxxx Xxxxxxx"), counsel to the Company, dated the Closing Date, addressed to the Underwriters and in form and substance satisfactory to Underwriters' Counsel, to the effect that: (i) the Company (A) has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction and (B) is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing,; (ii) to the best of such counsel's knowledge, the Company does not own an interest in any other corporation, partnership, joint venture, trust or other business entity; (iii) the Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus, and any amendment or supplement thereto, under "Capitalization" and "Description of Securities," and the Company, to the best knowledge of Counsel, is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the Representative's Warrant Agreement and as described in the Prospectus. The Securities, and all other securities issued or issuable by the Company conform in all material respects to all statements with respect thereto contained in the Registration Statement and the Prospectus. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company. The Firm Securities, the Option Securities, the Representative's Warrants and the Representative's Securities to be sold by the Company hereunder and under the Representative's Warrant Agreement are not and will not be subject to any preemptive or other similar rights of any stockholder, have been duly authorized and, when issued, paid for and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and conform to the description thereof contained in the Prospectus; the holders thereof will not be subject to any liability solely as such holders; all corporate action required to be taken for the authorization, issue and sale by the Company of the Firm Securities, the Option Securities, the Representative's Warrants and the Representative's Securities has been duly and validly taken; and the certificates representing the Firm Securities, the Option Securities and the Representative's Warrants are in due and proper form. The Representative's Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby. The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement, and when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable free and clear of any pledge, lien, charge, claim, encumbrance, pledge, security interest, or other restriction or equity of any kind whatsoever. There are no restrictions upon the voting or transfer of, any of the Securities pursuant to the Company's certificate of incorporation or bylaws. No transfer tax is payable by or on behalf of the Underwriters in connection with (A) the issuance by the Company of the Firm Securities, the Option Securities, and the Representatives' Warrants (B) the purchase by the Underwriters of the Firm Securities, the Option Securities and the Representative's Warrants, respectively, from the Company, (C) the consummation by the Company of any of its obligations under this Agreement or the Representative's Warrant Agreement, or (D) resales of the Firm Securities and the Option Securities in connection with the distribution contemplated hereby; (iv) the Registration Statement is effective under the Act, and, if applicable, filing of all pricing information has been timely made in the appropriate form under Rule 430A, and no stop order suspending the use of the Preliminary Prospectus, the Registration Statement or Prospectus or any part of any thereof or suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best of such counsel's knowledge, threatened by the Commission; (v) each of the Preliminary Prospectus, the Registration Statement, and the Prospectus and any amendments or supplements thereto (other than the financial statements and other financial and statistical data included therein, as to which no opinion need be rendered) comply as to form in all material respects with the requirements of the Act and the Rules and Regulations; (vi) to the best of such counsel's knowledge: (i) the descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings, contracts and other documents are accurate in all material respects; (ii) there are no statutes, legal or governmental proceedings, contracts or documents that are required to be described in the Prospectus, or documents that are required to be filed as exhibits to the Registration Statement that are not discussed or filed as required and the exhibits which have been filed are correct copies of the documents of which they purport to be copies; (iii) there is no action, suit, proceeding, inquiry or investigation before or by any court or governmental body or agency, domestic or foreign, now pending or threatened against the Company or its property or assets, which is required to be disclosed in the Registration Statement which is not so disclosed therein, or which, if determined adversely, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or which would adversely affect the present or prospective ability to perform its obligations under this Agreement. (vii) the Company has full legal right, power and authority to enter into each of this Agreement and the Representative's Warrant Agreement and to consummate the transactions provided for herein and therein; and each of this Agreement and the Representative's Warrant Agreement has been duly authorized, executed and delivered by the Company. Each of this Agreement and the Representative's Warrant Agreement, assuming due authorization, execution and delivery by each other party thereto constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law), and none of the Company's execution or delivery of this Agreement and the Representative's Warrant Agreement, its performance hereunder or thereunder, its consummation of the transactions contemplated herein or therein, or the conduct of its business as described in the Registration Statement, the Prospectus, and any amendments or supplements thereto, conflicts with or will conflict with or results or will result in any breach or violation of any of the terms or provisions of, or constitutes or will constitute a default under, or result in the creation or imposition of any lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company pursuant to the terms of, (A) the certificate of incorporation or by-laws of the Company, and to such Counsel's best knowledge (B) any license, contract, indenture, mortgage, deed of trust, voting trust agreement, stockholders agreement, note, loan or credit agreement or any other agreement or instrument to which the Company is a party or by which it is or may be bound or to which any of its respective properties or assets (tangible or intangible) is or may be subject, or (C) any statute, judgment, decree, order, rule or regulation applicable to the Company of any arbitrator, court, regulatory body or administrative agency or other governmental agency or body (including, without limitation, those having jurisdiction over environmental or similar matters), domestic or foreign, having jurisdiction over the Company or any of its activities or properties; (viii) except as provided described in Section 6 hereof. Notwithstanding the Prospectus, no consent, approval, authorization or order of, and no filing with, any court, regulatory body, government agency or other body (other than such terminationas may be required under Blue Sky laws, as to which no opinion need be rendered) is required in connection with the issuance or sale of the Shares pursuant to the Prospectus, the provisions issuance of Sections 1the Representative's Warrants, 6the performance of this Agreement and the Representative's Warrant Agreement, 8and the transactions contemplated hereby and thereby except as have been obtained; (ix) to the best knowledge of such counsel, 9the Company is not in breach of, 10or in default under, 13any term or provision of any contract, 14indenture, 16mortgage, 17installment sale agreement, 18deed of trust, 19lease, 20voting trust agreement, 21 stockholders' agreement, partnership agreement, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which the property or assets (tangible or intangible) of the Company is subject or affected; and 22 hereof shall remain the Company is not in effect.violation of any term or provision of its certificate of incorporation by-laws, or in violation of any franchise, permit, judgment, decree, order, statute, rule or regulation; (x) the statements in the Prospectus under "BUSINESS," "MANAGEMENT," "PRINCIPAL STOCKHOLDERS," "CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," "RESALES BY SELLING STOCKHOLDERS" and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase Shares at the Securities shall be Closing Time or at each Option Closing Time, as applicable, are subject to the accuracy of the representations and warranties of the Company hereunder, on the part date hereof and at the Closing Time and at each Option Closing Time, as applicable, the performance by the Company of its obligations hereunder, and to the satisfaction of the following further conditions at the Closing Time or at each Option Closing Time, as applicable: (a) The Company shall furnish to the Underwriters at the Closing Time and at each Option Closing Time an opinion of DLA Piper LLP (US), counsel for the Company and the Subsidiaries, addressed to the Underwriters and dated the Closing Time and each Option Closing Time and in form and substance satisfactory to the Underwriters, to the effect set forth in Exhibit D hereto. (b) On the date of this Agreement and at the Closing Time and each Option Closing Time (if applicable), the Representative shall have received from PKF X’Xxxxxx Xxxxxx, a division of X’Xxxxxx Davies, LLP, a letter dated the respective dates of delivery thereof and addressed to the Representative, in form and substance satisfactory to the Representative, containing statements and information of the type specified in AU Section 634 “Letters for Underwriters and Certain other Requesting Parties” issued by the American Institute of Certified Public Accountants with respect to the financial statements, including any pro forma financial statements, and certain financial information of the Company and the Guarantor contained herein Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, and such other matters customarily covered by comfort letters issued in connection with registered public offerings; provided, that the letters delivered at the Closing Time and each Option Closing Time (if applicable) shall use a “cut-off” date no more than three business days prior to such Closing Time or such Option Closing Time, as the case may be. In the event that the letters referred to above set forth any changes in indebtedness, decreases in total assets or retained earnings or increases in borrowings, it shall be a further condition to the obligations of the Time of Sale and the Closing Date, to the accuracy of the statements Underwriters that (A) such letters shall be accompanied by a written explanation of the Company and the Guarantor made in any certificates delivered as to the Underwriters pursuant significance thereof, unless the Representative deems such explanation unnecessary, and (B) such changes, decreases or increases do not, in the sole judgment of the Representative, make it impractical or inadvisable to proceed with the purchase and delivery of the Shares as contemplated by the Registration Statement. (c) The Representative shall have received at the Closing Time and at each Option Closing Time the favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, dated the Closing Time or such Option Closing Time, addressed to the provisions hereof, Representative and in form and substance satisfactory to the performance by Representative. (d) The Registration Statement shall have become effective not later than 5:00 p.m., New York City time, on the Company date of this Agreement, or such later time and date as the Guarantor at Representative shall approve. (e) No amendment or prior supplement to the Closing Date of their respective obligations hereunder that are required to be performed at Registration Statement, the Prospectus or prior to any document in the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Prospectus Disclosure Package shall have been filed with to which the Reviewing Authority under the Shelf Procedures and (ii) the U.S. Final Prospectus Underwriters shall have been filed with objected in writing prior to its filing. (f) Prior to the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(bClosing Time and each Option Closing Time (i) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Prospectus or any prospectus relating to document in the Securities or of any notice objecting to its use Disclosure Package shall have been issued issued, and no proceedings for that such purpose shall have been instituted initiated or threatened threatened, by the Commission. (b) At , and no suspension of the Closing Datequalification of the Shares for offering or sale in any jurisdiction, each Underwriter or the initiation or threatening of any proceedings for any of such purposes, shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel occurred; (ii) all requests for additional information on the Underwriters, dated as part of the Closing Date, Commission shall have been complied with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as reasonable satisfaction of the Representative; (iii) the Registration Statement shall not contain an untrue statement of a material fact or omit to all matters governed by state a material fact required to be stated therein or necessary to make the laws of jurisdictions other than statements therein not misleading; and (iv) the Province of Ontario Prospectus and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter Disclosure Package shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) All filings with the Commission required by Rule 424 under the Securities Act Regulations to have been filed by the Closing Time shall have been made within the applicable time period prescribed for such filing by such Rule. (h) Between the time of execution of this Agreement and the Closing Time or the relevant Option Closing Time there shall not have been any Material Adverse Effect, and (2ii) there no transaction which is material and unfavorable to the Company shall have been entered into by the Company or any of the Subsidiaries, in each case, which in the Representative’ reasonable judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Registration Statement. (i) The Shares shall have been approved for listing on the NASDAQ. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. (k) The Representative shall have received lock-up agreements from each officer and director, in the form of Exhibit A attached hereto, and such letter agreements shall be in full force and effect. (l) The Company will, at the Closing Time and at each Option Closing Time, deliver to the Underwriters a certificate of Chief Executive Officer and Chief Financial Officer, to the effect that: (i) the representations and warranties of the Company in this Agreement are true and correct, as if made on and as of the Closing Time or any Option Closing Time, as applicable, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Time or any Option Closing Time, as applicable; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act; (iii) the signers of such certificate have carefully examined the Registration Statement, the Prospectus, the Disclosure Package, any amendment or supplement thereto, and this Agreement, and that when the Registration Statement became effective and at all times subsequent thereto up to the Closing Time or any Option Closing Time, as applicable, the Registration Statement and the Prospectus and the Preliminary Prospectus, and any amendments or supplements thereto, contained all material information required to be included therein by the Securities Act or the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to the applicable requirements of the Securities Act or the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be; the Registration Statement and any amendments thereto, did not beenand, as of the Closing Time or any Option Closing Time, as applicable, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus and the Disclosure Package, and any amendments or supplements thereto, did not and as of the Closing Time or any Option Closing Time, as applicable, do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amendment or supplement to the Prospectus or the Disclosure Package which has not been so set forth; and (iv) subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, there has not been (A) any Material Adverse Effect, (B) any transaction that is material to the Company and the Subsidiaries considered as one enterprise, except transactions entered into in the ordinary course of business, (C) any obligation, direct or contingent, that is material to the Company and the Subsidiaries considered as one enterprise, incurred by the Company or the Subsidiaries, except obligations incurred in the ordinary course of business, (D) any change in the capital stock (other than the grant of equity-based awards pursuant to the Company’s equity incentive plan described in the Registration Statement, the Prospectus and the Disclosure Package, the Canadian Final exercise or vesting of any outstanding options to purchase Common Stock, the exercise of any outstanding warrants or the vesting or settlement of any outstanding restricted stock units disclosed in the Registration Statement, the Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3Disclosure Package) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties outstanding indebtedness of the Company or any Subsidiary that is material to the GuarantorCompany and the Subsidiaries considered as one enterprise, as applicable(E) any dividend or distribution of any kind declared, set forth in Section 1(a) hereof are true and correct as though expressly paid or made at and as on the capital stock of the Closing DateCompany or any Subsidiary, or (F) any loss or damage (whether or not insured) to the property of the Company or any subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect. (hm) On the date hereof and at the Closing Date, The Company shall have furnished to the Underwriters shall have received from KPMG LLP a letter, in form such other documents and substance reasonably satisfactory certificates as to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of statement in the Registration Statement, the Prospectus and the Disclosure Package, the representations, warranties or and statements of contained herein, and the performance by the Company or the Guarantorof its covenants contained herein, the performance of any of the agreements of the Company or the Guarantor, or and the fulfillment of any conditions contained herein, as of the conditions herein contained. (k) Prior to the Closing DateTime or any Option Closing Time, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effectmay reasonably request.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for (i) the Firm Securities shall be that they have respectively agreed to purchase pursuant to this Agreement (and any Option Securities as to which the option granted in Section 2 has been exercised and the Date of Delivery determined by you is the same as the Closing Time) at the Closing Time and (ii) the Option Securities at the Date of Delivery, are subject to the accuracy of the representations and warranties on and to compliance with the part agreements of the Company and the Guarantor contained herein as of the Closing Time or the Date of Sale Delivery, as the case may be, and the Closing Date, to the accuracy of the statements representations and warranties of the Company and contained in certificates of any officer of the Guarantor made in any certificates Company delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective its obligations hereunder that are required to be performed at or prior to the Closing Date hereunder, and to the following additional further conditions: (a) (i) The Canadian Final Prospectus shall have If the Registration Statement or any amendment thereto filed prior to the Closing Time has not been filed with the Reviewing Authority under the Shelf Procedures and (ii) the U.S. Final Prospectus shall have been filed with declared effective by the Commission pursuant prior to General Instruction II.L the time of Form F-10; the final term sheet contemplated by Section 5(b) execution hereof, the Registration Statement shall become effective not later than 10:00 a.m. (Louisville, Kentucky time) on the first business date following the time of execution of this Agreement, or at such later time and any other material required date as you may agree to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no in writing. No stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or threatened shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the satisfaction of counsel for the Underwriters. If the Company has elected to rely upon Rule 430A, a Prospectus containing the Rule 430A Information shall have been filed with the Commission in accordance with Rule 424(b) (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A). (b) At the Closing DateTime, each Underwriter you shall have received a signed an opinion of OslerXxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Company, dated as of the Closing Time, in form and substance satisfactory to counsel for the Underwriters. (c) At the Closing Time, you shall have received an opinion from Xxxxxx & Harcourt LLPXxxxxxxx, Canadian PLLC, counsel for the Underwriters, dated as of the Closing DateTime, with respect to such customary the issuance and sale of the Securities, the Registration Statement, the Prospectus and other related matters as the Underwriters may reasonably require. In giving such opinion, and the Company shall have furnished to such counsel such documents as they may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel reasonably request for the Company and the Guarantor. Such counsel may also state that, insofar as purpose of enabling them to pass on such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing DateTime, each Underwriter (i) the Registration Statement and the Prospectus, as they may then be amended or supplemented, shall contain all statements that are required to be stated therein under the 1933 Act and the 1933 Act Regulations and in all material respects shall conform to the requirements of the 1933 Act and the 1933 Act Regulations; the Company shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, complied in a form and all material respects with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. Rule 430A (e) At the Closing Date, each Underwriter if it shall have received a signed opinion and letter of Cravathelected to rely thereon), Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Packageas it may then be amended or supplemented, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus, as it may then be amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, ; (2ii) there has shall not have been, since the respective dates as of which information is given in the Disclosure PackageRegistration Statement, any material adverse change in the Canadian Final Prospectus business, prospects, properties, assets, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, whether or not arising in the U.S. Final ordinary course of business, other than as set forth in the Prospectus, (iii) no action, suit or proceeding at law or in equity shall be pending or, to the best of the Company's knowledge, threatened against the Company that would be required to be set forth in the Prospectus other than as set forth therein and no proceedings shall be pending or, to the best knowledge of the Company, threatened against the Company before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding could materially adversely affect the business, prospects, assets, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a Material Adverse Changewhole, other than as set forth in the Prospectus, (3iv) the Company or the Guarantor, as applicable, has in all material respects shall have complied with all agreements and satisfied all conditions on its part to be performed or satisfied by it under this Agreement at or prior to the Closing Date Time, and (4v) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct 1 shall be accurate as though expressly made at and as of the Closing DateTime. At the Closing Time, you shall have received a certificate executed by the President and Chief Financial Officer of the Company dated as of the Closing Time, to such effect and with respect to the following additional matters: (A) to the best of their knowledge, the Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best of their knowledge, threatened under the 1933 Act; and (B) they have reviewed the Registration Statement and the Prospectus, when the Registration Statement became effective and at all times subsequent thereto up to the delivery of such certificate, the Registration Statement and the Prospectus and any amendments or supplements thereto contained all statements and information required to be included therein or necessary to make the statements therein not misleading and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amended or supplemented Prospectus that has not been so set forth. (he) On the date hereof of this Agreement and at the Closing DateTime and the Date of Delivery, the Underwriters shall have received from KPMG Deloitte & Touche LLP a letter, dated the date of this Agreement and the Closing Time and the Date of Delivery, respectively, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (if) Subsequent On the date of this Agreement and at the Closing Time and the Date of Delivery, the Underwriters shall have received from PricewaterhouseCoopers LLP a letter, dated the date of this Agreement and the Closing Time and the Date of Delivery, respectively, in form and substance satisfactory to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereofUnderwriters. (jg) At the Closing DateTime, you have received a duly executed counterpart of the Indenture. (h) At the Closing Time, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c5(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the GuarantorCompany, the performance of any of the agreements covenants of the Company or the GuarantorCompany, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Closing Time in connection with the authorization, issuance and sale of the Securities as contemplated in this Agreement and the authorization and form of this Agreement, the Indenture, the Registration Statement and the Prospectus shall be reasonably satisfactory in form and substance to you and to counsel for the Underwriters. The Company will furnish you with such number of conformed copies of such opinions, certificates, letters and documents as you shall reasonably request. (i) The NASD, upon review of the terms of the public offering of the Securities, shall not have objected to such offering, such terms or the Underwriters' participation in the same. (j) The Company shall have filed with Nasdaq, a Notification Form: Listing of Additional Shares with respect to the shares of Common Stock issuable upon conversion of the Securities. (k) Prior The Company shall have obtained and delivered to the Closing DateUnderwriters executed copies of an agreement from each of the Company's directors and executive officers and from each person who, on the Securities shall be eligible for clearance date of this Agreement, owns of record or beneficially in excess of 5% of the Company's outstanding Common Stock, substantially to the effect set forth in Subsection 3(h) hereof in form and settlement through DTCsubstance reasonably satisfactory to the Underwriters. If any of the conditions specified in this Section 7 5 shall not have been fulfilled when and as required by this AgreementAgreement to be fulfilled, this Agreement may be terminated by the Underwriters you on notice to the Company at any time at or prior to the Closing DateTime, and such termination shall be without liability of any party to any other party party, except as provided in Section 6 hereof4. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof Section 6 shall remain in effect. The several obligations of the Underwriters to purchase Option Securities hereunder are subject to the satisfaction on and as of any Date of Delivery for Option Securities of the conditions set forth in this Section 5, except that, if any Date of Delivery for Option Securities is other than the Closing Time, the certificates, opinions and letters referred to in paragraphs (b), (c), (d), (e), (f) and (g) shall be revised to reflect the sale of Option Securities.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters under this Agreement are several and not joint. The respective obligations of the Underwriters to purchase the Securities shall be Shares are subject to the accuracy each of the representations following terms and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale and the Closing Date, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Notification that the Registration Statement has become effective shall have been received by the Representatives and the Prospectus shall have been timely filed with the Reviewing Authority under Commission in accordance with Section 7(a) of this Agreement. (b) No order preventing or suspending the Shelf Procedures use of any preliminary prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Representatives. (c) The representations and warranties of the Company and the Selling Stockholder contained in this Agreement and in the certificates delivered pursuant to Sections 6(d) and 6(e) shall be true and correct when made and on and as of each Closing Date as if made on such date and the Company and the Selling Stockholder shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by them at or before such Closing Date. (d) The Representatives shall have received on each Closing Date a certificate, addressed to the Representatives and dated such Closing Date, of the chief executive officer or chief operating officer and the chief financial officer or chief accounting officer of the Company to the effect that (i) the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that the representations and warranties of the Company in this Agreement are true and correct on and as of such Closing Date with the same effect as if made on such Closing Date and the Company has performed all covenants and agreements and satisfied all conditions contained in this Agreement required to be performed or satisfied by it at or prior to such Closing Date, and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have has been issued and to the best of their knowledge, no proceedings for that purpose shall have been instituted or threatened by are pending under the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersSecurities Act. (e) At The Representatives shall have received on each Closing Date a certificate, addressed to the Representatives and dated such Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing DateSelling Stockholder, to the effect that the signers of such certificate have Selling Stockholder has carefully examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to that the best representations and warranties of the Company and the Selling Stockholder in this Agreement are true and correct on and as of such signer’s knowledge after due investigation Closing Date with the same effect as if made on such Closing Date and not in a personal capacity: (1) the Disclosure Package, as each of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus Company and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, Selling Stockholder has in performed all material respects complied with all covenants and agreements and satisfied all conditions contained in this Agreement required to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the such Closing Date. (hf) On The Representatives shall have received on the date hereof and Effective Date, at the time this Agreement is executed and on each Closing Date a signed letter from BDO Xxxxxxx LLP addressed to the Representatives and dated, respectively, the Effective Date, the Underwriters shall have received from KPMG LLP a letterdate of this Agreement and each such Closing Date, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, containing confirming that they are independent accountants within the meaning of the Securities Act and the Rules, that the response to Item 10 of the Registration Statement is correct insofar as it relates to them and stating in effect that: (i) in their opinion the audited financial statements and information financial statement schedules included in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the type ordinarily Securities Act and the Rules; (ii) on the basis of a reading of the amounts included in accountant’s “comfort letters” to underwriters the Registration Statement and the Prospectus under the headings "Summary Financial Data" and "Selected Financial Data," carrying out certain procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter, a reading of the minutes of the meetings of the stockholders and directors of the Company, and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to transactions and events subsequent to the date of the latest audited financial statements, except as disclosed in the Registration Statement and the Prospectus, nothing came to their attention which caused them to believe that: (A) the amounts in "Summary Financial Data," and "Selected Financial Data" included in the Registration Statement and the Prospectus do not agree with the corresponding amounts in the audited and unaudited financial statements and certain financial information contained in the Disclosure Package, and, from which such amounts were derived; or (B) with respect to the letter delivered Company, there were, at a specified date not more than five business days prior to the date of the letter, any increases in the current liabilities and long-term liabilities of the Company or any decreases in net income or in working capital or the stockholders' equity in the Company, as compared with the amounts shown on the Company's audited balance sheet for the fiscal year January 31, 1999 and the three months ended April 30, 1999 included in the Registration Statement; and (iii) they have performed certain other procedures as may be permitted under Generally Acceptable Auditing Standards, including a review under Statement of Accounting Standards No. 71 of unaudited financial information included in the Prospectus, as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Prospectus and reasonably specified by the Representatives agrees with the accounting records of the Company. (iv) based upon the procedures set forth in clauses (ii) and (iii) above and a reading of the amounts included in the Registration Statement under the headings "Summary Financial Data" and "Selected Financial Data" included in the Registration Statement and Prospectus and a reading of the financial statements from which certain of such data were derived, nothing has come to their attention that gives them reason to believe that the "Summary Financial Data" and "Selected Financial Data" included in the Registration Statement and Prospectus do not comply as to the form in all material respects with the applicable accounting requirements of the Securities Act and the Rules or that the information set forth therein is not fairly stated in relation to the financial statements included in the Registration Statement or Prospectus from which certain of such data were derived are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Registration Statement and Prospectus. References to the Registration Statement and the Prospectus in this paragraph (f) are to such documents as amended and supplemented at the date of the letter. (g) The Representatives shall have received on each Closing Date from Greenbaum, Rowe, Xxxxx, Xxxxx, Xxxxx & Xxxxxx LLP, counsel for the Company, an opinion, addressed to the Representatives and dated such Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus.stating in effect that: (i) Subsequent The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the Commonwealth of Massachusetts. To the best of such counsel's knowledge, the Company has no subsidiary and does not control, directly or indirectly, any corporation, partnership, joint venture, association or other business organization. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (owned, leased or licensed) or the nature of its businesses makes such qualification necessary, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect. (ii) The Company has all requisite corporate power and authority to own, lease and license its assets and properties and conduct its business as now being conducted and as described in the Registration Statement and the Prospectus and to enter into, deliver and perform this Agreement and to issue and sell the Shares other than those required under the Securities Act and state and foreign Blue Sky laws. (iii) The Company has authorized and issued capital stock as set forth in the Registration Statement and the Prospectus under the caption "Capitalization"; the certificates evidencing the Shares are in due and proper legal form and have been duly authorized for issuance by the Company; all of the outstanding shares of Common Stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable and none of them was issued in violation of any preemptive or other similar right. The Shares when issued and sold pursuant to this Agreement will be duly and validly issued, outstanding, fully paid and nonassessable and none of them will have been issued in violation of any preemptive or other similar right. To the best of such counsel's knowledge, except as disclosed in the Registration Statement and the Prospectus, there are no preemptive rights or any restriction upon the voting or transfer of any securities of the Company pursuant to the Time Company's charter, articles of Sale organization, or bylaws or other governing documents or any other instrument to which the Company is a party or by which it may be bound. To the best of such counsel's knowledge, except as disclosed in the Registration Statement and prior to the Closing DateProspectus, there shall not have been is no outstanding option, warrant or other right calling for the issuance of, and no commitment, plan or arrangement to issue, any downgrading, nor any notice given share of any intended or potential downgrading or of a possible change that does not indicate the direction stock of the possible changeCompany or any security convertible into, in the rating accorded any exercisable for, or exchangeable for stock of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (jiv) At All necessary corporate action has been duly and validly taken by the Closing DateCompany to authorize the execution, counsel for the Underwriters shall have been furnished with all such documentsdelivery and performance of this Agreement, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities Shares. This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company and the Selling Stockholder enforceable against the Company and the Selling Stockholder in accordance with its terms except (A) as contemplated in such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles and (B) to the extent that rights to indemnity or contribution under this Agreement may be limited by Federal or state securities laws or the public policy underlying such laws. (v) Neither the execution, delivery and performance of this Agreement by the matters referred to in Section 7(b) and Section 7(c) and in order to evidence Company nor the accuracy and completeness consummation of any of the representationstransactions contemplated hereby (including, warranties without limitation, the issuance and sale by the Company of the Shares) will give rise to a right to terminate or statements accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or any event which with notice or lapse of time, or both, would constitute a default) under, or require consent or waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company pursuant to the terms of any indenture, mortgage, deed trust, note or other agreement or instrument of which such counsel is aware and to which the Company is a party or by which it or any of its properties or businesses is bound, or any franchise, license, permit, judgment, decree, order, statute, rule or regulation of which such counsel is aware or violate any provision of the charter, articles of organization, or bylaws of the Company. (vi) To the best of such counsel's knowledge, no default exists, and no event has occurred which with notice or lapse of time, or both, would constitute a default, in the due performance and observance of any term, covenant or condition by the Company of any indenture, mortgage, deed of trust, note or any other agreement or instrument to which the Company is a party or by which it or any of its assets or properties or businesses may be bound or affected, where the consequences of such default would have a Material Adverse Effect. (vii) To the best of such counsel's knowledge, the Company is not in violation of any term or provision of its charter, articles of organization, or bylaws or any franchise, license, permit, judgment, decree, order, statute, rule or regulation, where the consequences of such violation would have a Material Adverse Effect. (viii) No consent, approval, authorization or order of any court or governmental agency or regulatory body is required for the execution, delivery of performance of this Agreement by the Company or the Guarantor, the performance of any consummation of the agreements transactions contemplated hereby or thereby, except such as have been obtained under the Securities Act and such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Company or Shares by the Guarantor, or the fulfillment of any of the conditions herein containedseveral Underwriters. (kix) Prior to To the Closing Datebest of such counsel's knowledge, there is no litigation or governmental or other proceeding or investigation, before any court or before or by any public body or board pending or threatened against, or involving the assets, properties or businesses of, the Securities shall Company which would have a Material Adverse Effect. (x) The statements in the Prospectus under the captions "Description of Capital Stock," "The Company," "Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources," "Business-Intellectual Property, Trademarks and Proprietary Rights" "Shares Eligible for Future Sale," "Management-Employment Agreements," "Management-Stock Option Plan, ""Management-Director Stock Option Plan, " " Management-Osicom Stock Options" and "Certain Relationships and Related Party Transactions," insofar as such statements constitute a summary of documents referred to therein or matters of law, are fair summaries in all material respects and accurately present the information called for with respect to such documents and matters. Accurate copies of all contracts and other documents required to be eligible for clearance and settlement through DTC. If any of filed as exhibits to, or described in, the conditions specified in this Section 7 shall not Registration Statement have been fulfilled when and so filed with the Commission or are fairly described in the Registration Statement, as required by this Agreement, this Agreement the case may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effectbe.

Conditions of the Underwriters’ Obligations. The ------------------------------------------- obligations of the Underwriters Underwriter to purchase and pay for the Firm Preferred Securities shall be subject and, following exercise of the option granted by the Offerors in Section 1 of this Agreement, the Option Preferred Securities, are subject, in the Underwriter's sole discretion, to the accuracy of and compliance with the representations and warranties on the part and agreements of the Company and the Guarantor contained Offerors herein as of the Time date hereof and as of Sale and the Closing Date (or in the case of the Option Preferred Securities, if any, as of the Option Closing Date), to the accuracy of the written statements of the Company and the Guarantor Offerors made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date Offerors of their respective covenants and obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final If the Registration Statement or any amendment thereto filed prior to the Closing Date has not been declared effective prior to the time of execution hereof, the Registration Statement shall become effective not later than 10:00 a.m., St. Louis time, on the first business day following the time of execution of this Agreement, or at such later time and date as the Underwriter may agree to in writing. If required, the Prospectus and any amendment or supplement thereto shall have been timely filed in accordance with the Reviewing Authority Rule 424(b) and Rule 430A under the Shelf Procedures 1933 Act and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b4(a) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no . No stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities amendment or of any notice objecting to its use supplement thereto shall have been issued under the 1933 Act or any applicable state securities laws and no proceedings for that purpose shall have been instituted or threatened shall be pending, or, to the knowledge of the Offerors or the Underwriter, shall be contemplated by the CommissionCommission or any state authority. Any request on the part of the Commission or any state authority for additional information (to be included in the Registration Statement or Prospectus or otherwise) shall have been disclosed to the Underwriter and complied with to the satisfaction of the Underwriter and its counsel. (b) At The Underwriter shall not have advised the Company at or before the Closing DateDate (and, each Underwriter shall have received a signed opinion of Oslerif applicable, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Option Closing Date) that the Registration Statement or any post- effective amendment thereto, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company Prospectus or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company any amendment or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments supplement thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a fact which, in the Underwriter's opinion, is material fact or omit omits to state a fact which, in the Underwriter's opinion, is material fact and is required to be stated therein or is necessary to make statements therein (in the statements thereincase of the Prospectus or any amendment or supplement thereto, in light of the circumstances under which they were made, ) not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (hc) On All corporate proceedings and other legal matters incident to the date hereof authorization, form and at the Closing Datevalidity of this Agreement, the Underwriters shall have received from KPMG LLP a letterTrust Agreement, in and the Designated Preferred Securities, and the authorization and form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the Registration Statement and Prospectus, other than financial statements and certain other financial information contained in the Disclosure Packagedata, and, with respect and all other legal matters relating to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties transactions contemplated hereby or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.Trust Agreement

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities Underwriter hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale Closing Date and the each Overallotment Closing Date, to if any, as if they had been made on and as of the Closing Date or each Overallotment Closing Date, as the case may be; the accuracy on and as of the Closing Date or Overallotment Closing Date, if any, of the statements of officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; and the performance by the Company on and the Guarantor at or prior to the Closing Date as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and each Overallotment Closing Date, if any, of each of its covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 5:00 P.M., New York time, on the Reviewing Authority under the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or the Guarantor pursuant to Rule 433(d) under the ActUnderwriter, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and, at Closing Date and each Overallotment Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated to the knowledge of the Company by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriters' Counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Securities and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Underwriter of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each The Underwriter shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a fact which, in the Underwriter's opinion, and the opinion of its counsel is material fact or omit omits to state a fact which, in the Underwriter's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Underwriter's reasonable opinion, or the opinion of its counsel is material, or omits to state a fact which, in the Underwriter's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (jc) At the Closing Date, counsel for and the Underwriters Overallotment Closing Date the Underwriter shall have been furnished with all such documentsreceived the favorable opinion of Sichenzia, certificates and opinions as they may reasonably request for Ross & Xxxxxxxx LLP, counsel to the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representationsCompany, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to dated the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Overallotment Closing Date, as the case may be, addressed to the Underwriter and in form and substance satisfactory to Underwriter's Counsel, to the effect that: (e) The Company: (A) has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware with full corporate power and authority to own and operate its properties and to carry on its business as set forth in the Registration Statement and Prospectus; (B) to the best of counsel's knowledge, the Company is duly licensed or qualified as a foreign corporation in all jurisdictions in which by reason of maintaining an office in such termination shall jurisdiction or by owning or leasing real property in such jurisdiction it is required to be without liability so licensed or qualified except where failure to be so qualified or licensed would have no material adverse effect; and (C) to the best of counsel's knowledge, the Company has not received any written notice of proceedings relating to the revocation or modification of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, license or qualification which revocation or modification would have a material adverse effect upon the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effectCompany.

Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters each Underwriter to purchase and pay for the Securities shall be Shares set forth opposite the name of such Underwriter in Schedule I is subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time date hereof and as of Sale the Closing Date as if they had been made on and as of the Closing Date, to ; the accuracy on and as of the Closing Date of the statements of officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; the performance by the Company on and the Guarantor at or prior to as of the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date its covenants and to agreements hereunder; and the following additional conditions: (a) (i) The Canadian Final Prospectus If the Company has elected to rely on Rule 430A under the Act, the Registration Statement shall have been filed with declared effective, and the Reviewing Authority under Prospectus (containing the Shelf Procedures and (iiinformation omitted pursuant to Rule 430A) the U.S. Final Prospectus shall have been filed with the Commission pursuant not later than the Commission's close of business on the second business day following the date hereof or such later time and date to General Instruction II.L of Form F-10which the Representative shall have consented; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by if the Company does not elect to rely on Rule 430A, the Registration Statement shall have been declared effective not later than 11:00 a.m., New York time, on the date hereof or such later time and date to which the Guarantor pursuant Representative shall have consented; if required, in the case of any changes in or amendments or supplements to the Prospectus in addition to those contemplated above, the Company shall have filed such Prospectus as amended or supplemented with the Commission in the manner and within the time period required by Rule 433(d424(b) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use amendment thereto shall have been issued issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representative, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) At the Closing Date, each Underwriter The Representative shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact which, in the Representative's opinion, is material, or omit omits to state a fact which, in the Representative's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Representative's opinion, is material, or omits to state a fact which, in the Representative's opinion, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (hc) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, the Representative shall have received from counsel to the Underwriters, such opinion or opinions with respect to the issuance and sale of the Firm Shares, the Registration Statement and the Prospectus and such termination other related matters as the Representative reasonably may request and such counsel shall be without liability have received such documents and other information as they request to enable them to pass upon such matters. (d) On the Closing Date the Underwriters shall have received the opinion, dated the Closing Date, of McCutchen, Doyle, Xxxxx & Xxxxxxx, LLP, counsel to the Company ("Company Counsel"), to the effect set forth below: (i) The Company is a duly organized and validly existing corporation in good standing under the laws of California, has the corporate power and authority to own its properties, conduct its business as described in the Registration Statement and the Prospectus (or if the Prospectus is not in existence, the most recent Preliminary Prospectus), perform its obligations under this Agreement; County Bank is a duly incorporated and validly existing state banking corporation organized and in good standing under the laws of California, with full power and authority (corporate and other) to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus); Town & Country is a duly incorporated and validly existing industrial loan company organized and in good standing under the laws of California, with full power and authority (corporate and other) to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus); Capital West Group is a wholly owned Subsidiary of the Company and is a duly incorporated and validly existing corporation organized and in good standing under the laws of California, with full power and authority (corporate and other) to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus); Merced Area Investment and Development, Inc. ("MAID") is a wholly owned Subsidiary of County Bank and is a duly incorporated and validly existing corporation organized and in good standing under the laws of California, with full power and authority (corporate and other) to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus); there is no other Subsidiary of the Company or of any party Subsidiary of the Company engaged in any business activity; the Company and each of its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction (x) in which the conduct of its business requires such qualification (except for those jurisdictions in which the failure so to qualify can be cured without having a Material Adverse Effect) and (y) in which it owns or leases property. (ii) The Company has authorized capital stock as set forth in the Prospectus; the securities of the Company conform in all material respects to the description thereof contained in the Prospectus; the outstanding shares of Common Stock have been duly authorized and validly issued by the Company, are fully paid and nonassessable, and are free of any preemptive or other rights to subscribe for any of the Shares; the Company has duly authorized the issuance and sale of the Shares to be sold by it hereunder; such Shares, when issued by the Company and paid for in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and will conform in all material respects to the description thereof contained in the Prospectus and will not be subject to any preemptive, subscription or other party similar rights; and the Shares have been duly authorized for listing on the Nasdaq National Market; (iii) The Registration Statement is effective under the Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of such counsel, are threatened or contemplated under the Act; the registration statement originally filed with respect to the Shares and each amendment thereto and the Prospectus and, if any, each amendment and supplement thereto (except for the financial statements, schedules and other financial data included therein, as provided to which such counsel need not express any opinion), complied as to form in Section 6 hereof. Notwithstanding all material respects with the requirements of the Act and the Rules and Regulations; the descriptions contained and summarized in the Registration Statement and the Prospectus of contracts and other documents, are accurate and fairly represent in all material respects the information required to be shown by the Act and the Rules and Regulations; to the best knowledge of such counsel, there are no contracts or documents which are required by the Act to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which are not described or filed as required by the Act and the Rules and Regulations; to the best knowledge of such counsel, there is not pending or threatened against the Company or any such terminationSubsidiary of the Company any action, suit, proceeding or investigation before or by any court, regulatory body, or administrative agency or any other governmental agency or body, domestic or foreign, of a character required to be disclosed in the provisions Registration Statement or the Prospectus which is not so disclosed therein; (iv) Such consel has reviewed the statements set forth in the Registration Statement and the Prospectus under the captions "Risk Factors--Government Regulation and Legislation"; "Risk Factors-- Antitakeover Effect of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.Certain Charter Provisions"; "Business of

Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters Underwriter to purchase the Securities shall be Shares are subject to the accuracy each of the representations following terms and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale and the Closing Date, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Prospectus shall have been timely filed with the Reviewing Authority under Commission in accordance with Section 6(A)(a) of this Agreement. (b) No order preventing or suspending the Shelf Procedures and (ii) use of any preliminary prospectus or the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to or shall be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; in effect and no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued be in effect and no proceedings for that such purpose shall have been instituted be pending before or threatened by the Commission. , and any requests for additional information on the part of the Commission (bto be included in the Registration Statement or the Prospectus or otherwise) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for been complied with to the Underwriters, dated as satisfaction of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersUnderwriter. (c) At the Closing Date, each Underwriter shall have received a signed opinion The representations and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 5(d) shall be true and correct when made and on and as of each Closing Date as if made on such date and the Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matterssatisfied by it at or before such Closing Date. (d) At the Closing Date, each The Underwriter shall have received on each Closing Date a signed opinion certificate, addressed to the Underwriter and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the such Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to of the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario chief executive or chief operating officer and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers chief financial officer or chief accounting officer of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to that the best representations and warranties of the Company in this Agreement are true and correct on and as of such signer’s knowledge after due investigation and not in a personal capacity: (1) Closing Date with the Disclosure Package, same effect as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus if made on such Closing Date and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in performed all material respects complied with all covenants and agreements and satisfied all conditions contained in this Agreement required to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the such Closing Date. (he) On The Underwriter shall have received on the date hereof and Effective Date, at the time this Agreement is executed and on each Closing Date a signed letter from Arthxx Xxxexxxx XXX addressed to the Underwriter and dated, respectively, the Effective Date, the Underwriters shall have received from KPMG LLP a letterdate of this Agreement and each such Closing Date, in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (f) The Underwriter shall have received on each Closing Date from Ropes & Gray, containing statements and information of xxunsel for the type ordinarily included in accountant’s “comfort letters” to underwriters with respect Company, an opinion, addressed to the financial statements Underwriter and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the dated such Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus.stating in effect that: (i) Subsequent The Company has been duly organized and is validly existing as a corporation in good standing with the Secretary of State under the laws of the Commonwealth of Massachusetts. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the Company owns or leases real property. (ii) The Company has all requisite corporate power and authority to own, lease and license its assets and properties and conduct its business as described in the Registration Statement and the Prospectus; and the Company has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Warrants and to issue and sell the Shares and the Warrant Shares other than those required under state and foreign Blue Sky laws. (iii) The authorized and issued capital stock of the Company is as set forth in the Registration Statement and the Prospectus, except for issuances and forfeitures subsequent to the Time date of Sale the information -13- 14 provided in the Registration Statement and prior Prospectus pursuant to employee stock plans and/or option or warrant agreements referred to in the Prospectus; the certificates evidencing the Shares are in due and proper legal form under Massachusetts law and have been duly authorized for issuance by the Company; all of the outstanding shares of Common Stock of the Company (including the Series B Restricted Stock) have been duly and validly authorized and have been duly and validly issued and are fully paid and nonassessable and none of them was issued in violation of any statutory preemptive right or other similar right contained in the Company's charter or by-laws or, to such counsel's knowledge, any agreement to which the Company is a party. The Warrant Shares have been duly authorized and reserved by the Company. The Shares when issued and sold pursuant to this Agreement and the Warrant Shares, when issued and sold pursuant to the Closing DateWarrants, will be duly and validly issued, outstanding, fully paid and nonassessable and none of them will have been issued in violation of any statutory preemptive right or other similar right contained in the Company's charter or by-laws or, to such counsel's knowledge, any agreement to which the Company is a party. To such counsel's knowledge, except as disclosed in the Registration Statement and the Prospectus, there shall not have been is no outstanding option, warrant or other right calling for the issuance of, and no commitment, plan or arrangement to issue, any downgrading, nor any notice given share of any intended or potential downgrading or of a possible change that does not indicate the direction stock of the possible changeCompany or any security convertible into, in the rating accorded any exercisable for, or exchangeable for stock of the Company’s long term debt. The Common Stock, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, Shares and the Warrants conform in each case, any successor all material respects to the rating agency business thereofdescriptions thereof contained in the Registration Statement and the Prospectus or in any Incorporated Document. (jiv) At To such counsel's knowledge, no holder of any security of the Closing Company has the right to have any security owned by such holder included in the Registration Statement or, except as described in the Registration Statement, to demand registration of any security during the period ending 120 days after the Effective Date. (v) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, counsel for delivery and performance of this Agreement, the Underwriters shall have been furnished with all such documentsexecution, certificates delivery and opinions as they may reasonably request for performance of the purpose of enabling them to pass upon Warrants and the issuance and sale of the Securities Shares, the Warrants and the Warrant Shares. This Agreement has been duly and validly authorized, executed and delivered by the -14- 15 Company. The Warrants will have been duly and validly executed and delivered by the Company when paid for on the Firm Shares Closing Date or the Option Shares Closing Date, as contemplated the case may be, and when so executed and delivered will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles and (B) to the extent that rights to indemnity and contribution under such Warrants may be limited by Federal or state securities laws or the public policy underlying such laws. (vi) Neither the execution, delivery and performance of this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence Warrants by the accuracy and completeness Company nor the consummation of any of the representationstransactions contemplated hereby (including, warranties without limitation, the issuance and sale by the Company of the Shares and the Warrants) will give rise to a right to terminate or statements accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or any event which with notice or lapse of time, or both, would constitute a default) under, or require consent or waiver (which consent or waiver has not previously been obtained) under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company pursuant to the terms of any agreement or instrument listed as an exhibit to the Registration Statement or violate any judgment, decree, order, statute, rule or regulation known to such counsel or violate any provision of the charter or by-laws of the Company. (vii) No consent, approval, authorization, license, certificate, permit or order of any court or governmental agency or body is required for the execution, delivery or performance of this Agreement or the Warrants by the Company or the Guarantor, the performance of any consummation of the agreements transactions contemplated hereby or thereby, including without limitation the sale of the Company Shares and Warrant Shares, except such as have been obtained under the Securities Act and such as may be required under state securities or Blue Sky laws in connection with the Guarantor, or the fulfillment of any purchase and distribution of the conditions herein containedShares by the Underwriter. (kviii) Prior To such counsel's knowledge, there is no litigation or governmental or other proceeding or investigation, before any court or before or by any public body or board pending or threatened against, or involving the assets, properties or businesses of, the Company which, if determined adversely to the Closing DateCompany, would have a material adverse effect upon the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company. (ix) The statements in the Prospectus under the caption "Risk Factors - Shares Eligible for Future Sale and Registration Rights" relating to registration rights granted by the Company, the Securities shall statements in the Prospectus under the caption "Business - Collaborative Agreements - Pharmaceutical Company Collaborations", the statements in the Prospectus under the caption "Business - Collaborative Agreements - Government Collaborations" relating to the Company's Genome Sequencing Center grant, the statements in the Prospectus under the captions "Risk Factors - Patents and Proprietary Rights; Risk of Third Party Claims of Infringement" and "Business - Patents and Proprietary Technology" relating to the Company's license from Harvard College and the Company's Genome Sequencing Center grant, insofar as such statements, taken as a whole, constitute a summary of documents referred to therein or matters of law, are fair summaries in all material respects with respect to such documents. To such counsel's knowledge, all contracts and other documents required to be eligible for clearance and settlement through DTC. If filed as exhibits to the Registration Statement or any of the conditions specified in this Section 7 shall not Incorporated Document have been fulfilled when so filed with the Commission. (x) The statements in the Prospectus under the captions "Business - Collaborative Agreements - Government Collaborations", "Business - Patents and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, Proprietary Technology" and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 "Risk Factors - Patents and 22 hereof shall remain in effect.Proprietary Rights;

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities Underwriter hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time date hereof and as of Sale the Closing Date and the each Option Closing Date, to if any, as if they had been made on and as of the Closing Date or each Option Closing Date, as the case may be; the accuracy on and as of the Closing Date or Option Closing Date, if any, of the statements of officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; and the performance by the Company on and the Guarantor at or prior to the Closing Date as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and each Option Closing Date, if any, of its covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 5:00 p.m., New York City time, on the Reviewing Authority under date prior to the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or the Guarantor pursuant to Rule 433(d) under the ActUnderwriter, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and, at Closing Date and each Option Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriter's Counsel. If the Company has elected to rely upon Rule 430A of the Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Underwriter of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Regulations. (b) At the Closing Date, each The Underwriter shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact which, in the Underwriter's opinion, is material, or omit omits to state a fact which, in the Underwriter's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Underwriter's reasonable opinion, is material, or omits to state a fact which, in the Underwriter's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (hc) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, the Underwriter shall have received from Underwriter's Counsel such opinion or opinions with respect to the organization of the Company, the validity of the Registered Securities, the Registration Statement, the Prospectus and other related matters as the Underwriter may request and Underwriter's Counsel shall have received from the Company such termination papers and information as they request to enable them to pass upon such matters. (d) At the Closing Date, the Underwriter shall be without liability have received the favorable opinion of Xxxxxx Xxxxxx Xxxxxx & Xxxx, P.C. ("PDR&H"), counsel to the Company, dated the Closing Date, addressed to the Underwriter and in form and substance satisfactory to Underwriter's Counsel, to the effect that: (i) the Company (A) has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, (B) is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, and (C) to the best of such counsel's knowledge, has all requisite corporate power and authority and has obtained any and all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies (including, without limitation, those having jurisdiction over environmental or similar matters), to own or lease its properties and conduct its business as described in the Prospectus. (ii) except as described in the Prospectus, and to the best of such counsel's knowledge after reasonable investigation, the Company does not own an interest in any corporation, limited liability company, partnership, joint venture, trust or other business entity; (iii) the Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus, and any amendment or supplement thereto, under "Capitalization" and "Description of Capital Stock," and to the knowledge of such counsel, the Company is not a party to or bound by any instrument, agreement or other party arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except as provided in Section 6 hereof. Notwithstanding any such terminationfor this Agreement, the provisions of Sections 1Underwriter's Warrant Agreement, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain as described in effect.the Prospectus. The Registered Securities and all other securities issued or issuable by the Company conform in all material respects to the statements with respect thereto contained in the Registration Statement

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase Shares at the Securities shall be Closing Time or on each Option Closing Time, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of Bank hereunder on the Time of Sale date hereof and at the Closing DateTime and on each Option Closing Time, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereofas applicable, to the performance by the Company of its covenants and the Guarantor at or prior to the Closing Date of their respective other obligations hereunder that are required to be performed at or prior to the Closing Date and to the satisfaction of the following additional conditionsfurther conditions at the Closing Time or on each Option Closing Time, as applicable: (a) The Company shall furnish to the Representative at the Closing Time and on each Option Closing Time an opinion of Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP, as counsel for the Company, addressed to the Representative and dated the Closing Time and each Option Closing Time, as applicable, in form and substance satisfactory to the Representative to the effect set forth substantially in Exhibit C hereto. (ib) The Canadian Final Prospectus Representative shall have been filed with received letters addressed to the Reviewing Authority under Representative and dated the Shelf Procedures date hereof and the Closing Time or the Option Closing Time, as the case may be, from the firm of ParenteBeard LLC, independent registered public accounting firm, in the forms heretofore approved by the Representative. (iic) The Representative shall have received at the U.S. Final Closing Time and on each Option Closing Time the favorable opinion of Xxxxx Day, as counsel for the Representative, dated the Closing Time or such Option Closing Time, addressed to the Representative and in form and substance satisfactory to the Representative. (d) The Registration Statement shall have become effective not later than 5:00 P.M., Eastern time, on the date of this Agreement, or such later time and date as the Representative shall approve and the Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d424(b) under the Securities Act within the applicable time period prescribed for such filing by the Securities Act. (e) No amendment or supplement to the Registration Statement, the Prospectus or any document in the Time of Sale Information shall have been filed with to which the Commission within Representative shall have objected in writing. (f) Prior to the applicable time periods prescribed for such filings by Rule 433; Closing Time and each Option Closing Time (i) no stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Prospectus or any prospectus relating to document in the Securities or Time of any notice objecting to its use Sale Information shall have been issued issued, and no proceedings for that such purpose shall have been instituted initiated or threatened threatened, by the Commission. , and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, has occurred; (bii) At all requests for additional information on the Closing Date, each Underwriter part of the Commission shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for been complied with to the Underwriters, dated as reasonable satisfaction of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. Representative; (ciii) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, Statement shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Disclosure Package, statements therein not misleading; and (iv) the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did Sale Information shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, . (2g) there has not been, since All filings with the dates as of which information is given in Commission required by Rule 424 under the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions Securities Act to be performed or satisfied have been filed by it under this Agreement at or prior to the Closing Date and (4) Time shall have been made within the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Dateapplicable time period prescribed for such filing by such Rule. (h) On Between the date hereof time of execution of this Agreement and at the Closing Date, Time or the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the relevant Option Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any Material Adverse Change, and no transaction which is material and unfavorable to the Company shall have been entered into by the Company or any of its subsidiaries, in each case, which in the Representative’s sole judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Registration Statement. (i) Between the time of execution of this Agreement and the Closing Time or the relevant Option Closing Time, as applicable, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities or debt of the Company’s long Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term debt, including is defined for purposes of Rule 15c3-1(c)(2)(vi)(F) under the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereofExchange Act. (j) At The Shares shall be listed on Nasdaq. (k) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. (l) The Company will, at the Closing DateTime and on each Option Closing Time, counsel for deliver to the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale Representative a certificate of the Securities as contemplated Company signed on its behalf by its Chief Executive Officer or Chief Financial Officer, to the effect that: (i) the representations and warranties of the Company in this Agreement are true and correct, as if made on and as of the Closing Time or any Option Closing Time, as applicable, and the matters referred Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Time or any Option Closing Time, as applicable; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act; and (iii) subsequent to the respective dates as of which information is given in Section 7(bthe Registration Statement, the Prospectus and the Time of Sale Information, there has not been (a) any Material Adverse Change, (b) any transaction that is material to the Company and Section 7(cits subsidiaries considered as one enterprise, except transactions entered into in the ordinary course of business, (c) any obligation, direct or contingent, that is material to the Company and its subsidiaries considered as one enterprise, incurred by the Company and its subsidiaries, except obligations incurred in order the ordinary course of business, (d) any change in the capital stock or outstanding indebtedness of the Company and its subsidiaries that is material to evidence the Company and its subsidiaries considered as one enterprise, (e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company and its subsidiaries, or (f) any loss or damage (whether or not insured) to the property of the Company and its subsidiaries that has been sustained or will have been sustained that has a Material Adverse Effect. (m) The Company shall have furnished to the Representative such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Prospectus and the Time of Sale Information, the representations, warranties or and statements of the Company or the Guarantorcontained herein, and the performance of any of the agreements of by the Company or the Guarantorof its covenants contained herein, or and the fulfillment of any conditions contained herein, as of the conditions herein containedClosing Time or any Option Closing Time, as the Representative may reasonably request. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities shall be hereunder are subject to (i) the accuracy of the representations and warranties on the part of the Company in all material respects on the date hereof and the Guarantor contained herein as of the Time of Sale and at the Closing DateTime and on each Date of Delivery, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to as applicable (ii) the performance by the Company of its obligations hereunder, and (iii) the Guarantor at or prior to the Closing Date satisfaction of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional further conditions: (a) If, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Shares may commence, such post-effective amendment shall have become effective not later than 5:30 p.m., New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by the Underwriters. (b) The Company shall furnish to the Underwriters at the Closing Time and on each Date of Delivery an opinion of Hunton & Xxxxxxxx, counsel for the Company, addressed to the Underwriter and dated the Closing Time and each Date of Delivery, in the form of Annex A. In rendering their opinion, Hunton & Xxxxxxxx may rely as to matters of compliance with NASD Conduct Rules upon the opinion of Sidley Xxxxxx Xxxxx & Xxxx ("SAB&W"). In addition, Hunton & Xxxxxxxx shall state that they have participated in conferences with officers and other Underwriters of the Company, independent public accountants of the Company and Underwriters at which the contents of the Registration Statement and Prospectus were discussed and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus, nothing has caused them to believe that the Registration Statement, the Prospectus, as of their respective effective or issue dates and as of the date of such counsel's opinion, contained or contains any untrue statement of a material factor omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that, in each case, such counsel need express no view with respect to the financial statements and other financial and statistical data included in the Registration Statement or Prospectus). (c) The Company shall furnish to the Underwriters at the Closing Time and on each Date of Delivery an opinion of SAB&W, special counsel for the Company, addressed to the Underwriters and dated the Closing Time and each Date of Delivery and in form and substance satisfactory to the Underwriters, covering matters of compliance with the Conduct Rules of the NASD, in the form of Annex B. (d) The Representatives shall have received from Xxxxxx Xxxxxxxx LLP, "comfort letters" dated, respectively, as of the date of this Agreement, the Closing Time and each Date of Delivery, as the case may be, addressed to the Representatives, in form and substance satisfactory to the Representatives, confirming that they are independent public accountants with respect to Company (which shall be inclusive of its subsidiaries for purposes of this Section 6(g)), within the meaning of the 1933 Act and the 1933 Act Regulations, and stating that: (i) In their opinion, the consolidated financial statements of the Company audited by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations. (ii) On the basis of the procedures specified by the American Institute of Certified Public Accountants as described in SAS No. 71, "Interim Financial Information," inquiries of officials of the Company responsible for financial and accounting matters, and such other inquiries and procedures as may be specified in such letter, which procedures do not constitute an audit in accordance with generally accepted auditing standards as applied in the United States, nothing came to their attention that caused them to believe that, if applicable, the unaudited interim consolidated financial statements of the Company included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act, 1933 Act Regulations, 1934 Act and 1934 Act Regulations, including without limitation, Regulation S-K, or are not in conformity with generally accepted accounting principles as applied in the United States applied on a basis substantially consistent, except as noted in the Registration Statement, with the basis for the audited consolidated financial statements of the Company included in the Registration Statement. (iii) On the basis of limited procedures, not constituting an audit in accordance with generally accepted auditing standards as applied in the United States, consisting of a reading of the unaudited interim financial statements and other information referred to below, a reading of the latest available unaudited condensed consolidated financial statements of the Company, inspection of the minute books of the Company since the date of the latest audited financial statements of the Company included or incorporated by reference in the Registration Statement, inquiries of officials of the Company responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock of the Company, any increase in the total liabilities of the Company, any decreases in total assets or shareholders' equity of the Company, or any changes, decreases or increases in other items specified by the Representatives, in each case as compared with amounts shown in the latest unaudited interim consolidated statement of financial condition of the Company included in the Registration Statement except in each case for changes, increases or decreases which the Registration Statement specifically discloses, have occurred or may occur or which are described in such letter; and (B) for the period from the date of the latest unaudited interim consolidated financial statements of the Company included in the Registration Statement to the specified date referred to in clause (iii)(A), there were any decreases in the consolidated interest income, net interest income, or net income of the Company or in the per share amount of net income of the Company, or any changes, decreases or increases in any other items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Registration Statement discloses have occurred or may occur, or which are described in such letter. (iv) In addition to the audit referred to in their report included in the Registration Statement and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (ii) and (iii) above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards as applied in the United States, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records and consolidated financial statements of the Company which appear in the Registration Statement, and have compared such amounts, percentages and financial information with the accounting records and the material derived from such records and consolidated financial statements of the Company have found them to be in agreement. In the event that the letters to be delivered referred to above set forth any such changes, decreases or increases as specified in clauses (iii)(A) or (iii)(B) above, or any exceptions from such agreement specified in clause (iv) above, it shall be a further condition to the obligations of the Underwriters that the Representatives shall have determined, after discussions with officers of the Company responsible for financial and accounting matters, that such changes, decreases, increases or exceptions as are set forth in such letters do not (x) reflect a material adverse change in the items specified in clause (iii)(A) above as compared with the amounts shown in the latest unaudited consolidated statement of financial condition of the Company included in the Registration Statement, (y) reflect a material adverse change in the items specified in clause (iii)(B) above as compared with the corresponding periods of the prior year or other period specified by the Representatives, or (z) reflect a material change in items specified in clause (iv) above from the amounts shown in the Preliminary Prospectus distributed by the Underwriters in connection with the offering contemplated hereby or from the amounts shown in the Prospectus. (e) The Canadian Final Representatives shall have received at the Closing Time and on each Date of Delivery the favorable opinion of Xxxxx Xxxx LLP, dated the Closing Time or such Date of Delivery, addressed to the Representatives and in form and substance satisfactory to the Representatives. (f) No amendment or supplement to the Registration Statement or Prospectus shall have been filed with to which the Reviewing Authority under the Shelf Procedures and (ii) the U.S. Final Prospectus Underwriters shall have been filed with objected in writing. (g) Prior to the Commission pursuant to General Instruction II.L Closing Time and each Date of Form F-10; the final term sheet contemplated by Section 5(bDelivery (i) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, and no order directed at any document incorporated by reference therein and no order preventing or suspending the use of any prospectus relating to the Securities Preliminary Prospectus or of any notice objecting to its use shall have Prospectus has been issued and no proceedings for that purpose shall have been instituted or threatened by the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as and no suspension of the Closing Datequalification of the Shares for offering or sale in any jurisdiction, with respect to or of the initiation or threatening of any proceedings for any of such customary matters as purposes, has occurred; and (ii) the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario Registration Statement and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter Prospectus shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On Between the date hereof time of execution of this Agreement and at the Closing DateTime or the relevant Date of Delivery (i) no material and unfavorable change in the assets, business, results of operations, earnings, prospects, properties or condition (financial or otherwise) of the Underwriters Company and its Subsidiaries taken as a whole shall occur or become known (whether or not arising in the ordinary course of business), or (ii) no transaction which is material and unfavorable to the Company shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to been entered into by the Underwriters, containing statements and information Company or any of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final ProspectusSubsidiaries. (i) Subsequent to the Time of Sale and prior to At the Closing DateTime, there the NASD shall not have been raised any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate objection with respect to the direction fairness and reasonableness of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereofunderwriting terms and arrangements. (j) At the Closing DateTime, counsel for the Underwriters Shares shall have been furnished with all approved for listing on the American Stock Exchange. (k) The Underwriter shall have received letters (each, a "Lock-up Agreement") from each person listed on Schedule II hereto, in form and substance satisfactory to the Underwriter, confirming that for a period of 90 days after the Closing Time, such documentspersons will not directly or indirectly (i) offer, certificates and opinions as they may reasonably request pledge to secure any obligation due on or within [90] days after the Closing Time, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option for the purpose sale of, or otherwise dispose of enabling them to pass upon or transfer, directly or indirectly, any Common Shares (other than by participating as selling shareholders in a registered offering of Common Shares offered by the issuance and sale Company with the consent of the Securities as contemplated Representatives) or any securities convertible into or exercisable or exchangeable for Common Shares or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, without the prior written consent of Stifel, which consent may be withheld in its sole discretion. (l) The Company will, at the Closing Time and on each Date of Delivery, deliver to the Underwriter a certificate of its Chief Executive Officer and its Chief Financial Officer, to the effect that, to each of such officer's knowledge, the representations and warranties of the Company set forth in this Agreement are true and correct and the matters referred conditions set forth in this Section 6 have been met, and are true and correct as of such date. (m) The Company shall have furnished to in Section 7(b) the Underwriter such other documents and Section 7(c) and in order certificates as to evidence the accuracy and completeness of any of statement in the Registration Statement and the Prospectus, the representations, warranties or and statements of the Company or the Guarantorcontained herein, and the performance of any of the agreements of by the Company or the Guarantorof its covenants contained herein, or and the fulfillment of any conditions contained herein, as of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If Time or any Date of the conditions specified in this Section 7 shall not have been fulfilled when and Delivery as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effectmay reasonably request.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time date hereof and as of Sale the Closing Date and the each Option Closing Date, to if any, as if they had been made on and as of the Closing Date or each Option Closing Date, as the case may be; the accuracy on and as of the Closing Date or Option Closing Date, if any, of the statements of the officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to hereof and the performance by the Company on and the Guarantor at or prior to the Closing Date as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and each Option Closing Date, if any, of its covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 12:00 A.M., New York time, on the Reviewing Authority under date of this Agreement or such later date and time as shall be consented to in writing by the Shelf Procedures and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereofRepresentative, and any other material required to be filed by at the Company or the Guarantor pursuant to Rule 433(d) under the ActClosing Date and each Option Closing Date, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriters' Counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the prices of the Securities and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Representative of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each Underwriter The Representative shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact that, in the Representative's opinion, is material, or omit omits to state a fact that, in the Representative's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact that, in the Representative's opinion, is material, or omits to state a fact that, in the Representative's opinion, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, . (2c) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at On or prior to the Closing Date and (4) or Option Closing Date, as the other representations and warranties case may be, the Representative shall have received from Underwriters' Counsel, such opinion or opinions with respect to the organization of the Company or Company, the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as validity of the Closing DateSecurities, the Managing Underwriter's Warrants, the Registration Statement, the Prospectus, and other related matters as the Representative may request and Underwriters' Counsel shall have received such papers and information as they request to enable them to pass upon such matters. (hd) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letterthe favorable opinion of Xxxxxx & Dodge LLP, counsel to the Company ("Company Counsel"), dated the Closing Date, addressed to the Underwriters, and in form and substance reasonably satisfactory to the Underwriters, containing statements and information of covering the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered matters set forth on the Closing Date, the Canadian Final Prospectus and the U.S. Final ProspectusAnnex A attached hereto. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (je) At the Closing Date, counsel for the Underwriters shall have received the favorable opinion of Xxxxxxxx & Sunstein, patent counsel to the Company, dated the Closing Date, addressed to the Underwriters and in form and substance satisfactory to Underwriters' Counsel, covering the matters set forth on Annex B attached hereto. (f) At each Option Closing Date, if any, the Underwriters shall have received the favorable opinions of Company Counsel, and Xxxxxxxx & Sunstein, patent counsel to the Company, respectively, each dated the Option Closing Date, addressed to the Underwriters and in form and substance satisfactory to Underwriters' Counsel, confirming as of each Option Closing Date the statements made by such counsel in its opinion delivered on the Closing Date. (g) On or prior to each of the Closing Date and each Option Closing Date, if any, Underwriters' Counsel shall have been furnished with all such documents, certificates and opinions as they may reasonably request require for the purpose of enabling them to review or pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and ), or in order to evidence the accuracy and completeness accuracy, completeness, or satisfaction of any of the representations, warranties or statements conditions of the Company or the Guarantor, the performance of any of the agreements of the Company or the GuarantorCompany, or the fulfillment of any of the conditions herein contained. (kh) Prior to each of the Closing Date and each Option Closing Date, if any, (i) there shall have been no Material Adverse Effect on the Company, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus that is materially adverse to the Company; (iii) the Company shall not be in material breach or material default under any provision of any instrument relating to any outstanding indebtedness; (iv) the Company shall not have issued any securities (other than as described in the Registration Statement and other than the Securities and the Representative's Securities) or declared or paid any dividend or made any distribution in respect of its capital stock of any class and there shall not have been any change in the capital stock or any material change in the debt (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus; (vi) no action, suit or proceeding, at law or in equity, shall have been pending or threatened (or circumstances giving rise to same) against the Company, or involving or affecting its business or properties, before or by any court or federal, state or foreign commission, board or other administrative agency wherein an unfavorable decision, ruling or finding could have a Material Adverse Effect on the Company, except as set forth in the Registration Statement and Prospectus; and (vii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated, threatened or contemplated by the Commission. (i) At each of the Closing Date and each Option Closing Date, if any, the Underwriters shall have received a certificate of the Company, signed by the principal executive officer and by the chief financial or chief accounting officer of the Company, dated the Closing Date or Option Closing Date, as the case may be, to the effect that each of such persons has carefully examined the Registration Statement, the Prospectus, and this Agreement, and that: i) The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of the Closing Date or such Option Closing Date, as the case may be, and the Company has complied, in all material respects, with all agreements and covenants and satisfied, in all material respects, all conditions contained in this Agreement on its part to be performed or satisfied at or prior to such Closing Date or Option Closing Date, as the case may be; ii) No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best of each of such person's knowledge after due inquiry, are contemplated or threatened under the Act; iii) the Registration Statement and the Prospectus and each amendment and each supplement thereto, if any, contain all statements and information required to be included therein, and none of the Registration Statement, the Prospectus, or any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and neither the Preliminary Prospectus or any supplement thereto included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that such certification may expressly exclude statements or omissions made in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by or on behalf of the Underwriters expressly for use in such Preliminary Prospectus, Registration Statement or Prospectus; and iv) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, (a) the Company shall not have incurred, up to and including the Closing Date or the Option Closing Date, as the case may be, other than in the ordinary course of its business consistent with past practice, any material liabilities or obligations, direct or contingent; (b) the Company shall not have paid or declared any dividends or other distributions on its capital stock; (c) the Company shall not have entered into any transactions not in the ordinary course of business consistent with past practice; (d) there shall not have been any change in the capital stock or long-term debt or any increase in the short-term borrowings (other than any increase in the short-term borrowings in the ordinary course of business consistent with past practice) of the Company; (e) the Company shall not have sustained any material loss or material damage to its property or assets, whether or not insured; (f) there shall be no litigation which is pending or threatened (or circumstances giving rise to same) against the Company or any affiliated party that is required to be set forth in an amended or supplemented Prospectus and that has not been so set forth; and (g) there shall not have occurred any event required to be set forth in an amended or supplemented Prospectus that shall not have been set forth. References to the Registration Statement and the Prospectus in this subsection (i) are to such documents as amended and supplemented at the date of such certificate. (j) By the Closing Date, the Securities Underwriters shall have received clearance from the NASD as to the amount of compensation allowable or payable to the Underwriters, as described in the Registration Statement. (k) At the time this Agreement is executed, the Underwriters shall have received a letter, dated the date hereof, addressed to the Underwriters in form and substance satisfactory (including as to the non-material nature of the changes or decreases, if any, referred to in clause (iii) below) in all respects to the Underwriters and Underwriters' Counsel, from Xxxxxxx Xxxxxx & Co. LLP covering the matters set forth on Annex C attached hereto. (l) At the Closing Date and each Option Closing Date, if any, the Underwriters shall have received from Xxxxxxx Xxxxxx & Co. LLP a letter, dated as of the Closing Date or such Option Closing Date, as the case may be, to the effect that they reaffirm that the statements made in the letter furnished pursuant to subsection (k) of this Section, except that the specified date referred to therein as of which the examination made by them as described therein shall have been made shall be eligible for clearance a date not more that five days prior to Closing Date or such Option Closing Date, as the case may be, and settlement through DTC. If any if the Company has elected to rely on Rule 430A of the conditions Rules and Regulations, to the further effect that they have carried out procedures as specified in clause (v) of subsection (k) of this Section 7 with respect to certain amounts, percentages and financial information as specified by the Representative and deemed to be a part of the Registration Statement pursuant to Rule 430A(b) and have found such amounts, percentages and financial information to be in agreement with the records specified in such clause (v). (m) On each of the Closing Date and each Option Closing Date, if any, there shall not have been fulfilled when duly tendered to the Representative for its account and the several Underwriters' accounts, certificates representing the appropriate numbers and types of Representative's Securities and Securities, as required by this Agreementthe case may be, this Agreement may be terminated against payment therefor as provided herein. (n) No order suspending the sale of the Securities, the Redeemable Warrant Shares or the Representative's Securities in any jurisdiction designated by the Underwriters Representative pursuant to subsection (e) of Section 5 hereof shall have been issued on notice to either the Company at any time at Closing Date or prior to the Option Closing Date, if any, and no proceedings for that purpose shall have been instituted or shall be contemplated. (o) On or before the Closing Date, the Company shall have executed and delivered the Warrant Agreement to the Warrant Agent, with a fully executed original copy to the Representative, and shall have executed and delivered to the Representative, (i) the Representative's Warrant Agreement, in the form attached hereto as Exhibit A, and (ii) the Managing Underwriter's Warrants, in such termination denominations and to such designees (who must be officers of the Representative) as shall have been requested by the Representative. (p) On or before Closing Date, the Common Stock and the Redeemable Warrants each shall have been duly approved for quotation on the NASDAQ SmallCap Market, subject to official notice of issuance. (q) On or before Closing Date, there shall have been delivered to the Representative all of the Lock-Up Agreements, in form and substance satisfactory to Underwriters' Counsel. If any representation or warranty of the Company herein shall not be without liability of any party to true and correct, or if any other party except material condition to the Underwriters' obligations hereunder to be fulfilled prior to or at the Closing Date or the relevant Option Closing Date, as provided in Section 6 hereof. Notwithstanding the case may be, is not so fulfilled, the Representative may terminate this Agreement or, if the Representative so elects, it may waive any such termination, conditions that have not been fulfilled or extend the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effecttime for their fulfillment.

Conditions of the Underwriters’ Obligations. The obligations of the ------------------------------------------- Underwriters under this Agreement are several and not joint. The respective obligations of the Underwriters to purchase the Securities shall be Shares are subject to the accuracy each of the representations following terms and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale and the Closing Date, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Notification that the Registration Statement has become effective shall have been received by the Representatives and the Prospectus shall have been timely filed with the Reviewing Authority under Commission in accordance with Section 6(a) of this Agreement. (b) No order preventing or suspending the Shelf Procedures use of any preliminary prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Representatives. (c) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 5(d) shall be true and correct when made and on and as of each Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before such Closing Date. (d) The Representatives shall have received on each Closing Date a certificate, addressed to the Representatives and dated such Closing Date, of the chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company to the effect that (i) the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that the representations and warranties of the Company in this Agreement are true and correct on and as of such Closing Date with the same effect as if made on such Closing Date and the Company has performed all covenants and agreements and satisfied all conditions contained in this Agreement required to be performed or satisfied by it at or prior to such Closing Date, and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have has been issued and to the best of their knowledge, no proceedings for that purpose shall have been instituted or threatened by are pending under the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersSecurities Act. (e) At The Representatives shall have received, at the time this Agreement is executed and on each Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory from KPMG LLP addressed to the Underwriters. Such counsel may state thatRepresentatives and dated, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Daterespectively, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as date of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of each such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, Representatives containing statements and information of the type ordinarily included in accountant’s “accountants' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in, or incorporated by reference in, the Registration Statement and the Prospectus. (f) The Representatives shall have received on each Closing Date from Ballard Spahr Andrews & Ingersoll, LLP, counsel for the Company, an oxxxxxx, xxxxxxxxx xx the Xxxxxxxxtatives and dated such Closing Date, and stating in effect that: (i) The Company has been duly incorporated and is validly subsisting as a corporation under the laws of Pennsylvania. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (owned, leased or licensed) or the nature of its businesses makes such qualification necessary, except for such jurisdictions where the failure to so qualify would not have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company. (ii) The Company has all requisite corporate power and authority to own, lease and license its assets and properties and conduct its business as now being conducted and as described in the Disclosure PackageRegistration Statement and the Prospectus; and the Company has all requisite corporate power and authority and all necessary authorizations, approvals, consents, orders, licenses, certificates and permits to enter into, deliver and perform its obligations under this Agreement and to issue and sell the Shares. (iii) The Company has authorized and issued capital stock as set forth in the Registration Statement and the Prospectus; the certificates evidencing the Shares are in due and proper legal form and have been duly authorized for issuance by the Company; and none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or other similar right. The Shares when issued and sold pursuant to this Agreement, will be duly and validly issued, outstanding, fully paid and nonassessable and none of them will have been issued in violation of any preemptive or other similar right. To such counsel's knowledge, except as disclosed in the Registration Statement and the Prospectus, there are no preemptive or other rights to subscribe for or to purchase or any restriction upon the voting or transfer of any securities of the Company pursuant to the Company's Articles of Incorporation or by-laws, each as amended to date, or other governing documents or any agreements or other instruments to which the Company is a party or by which it is bound. To such counsel's knowledge, except as disclosed in the Registration Statement and the Prospectus, there is no outstanding option, warrant or other right calling for the issuance of, and no commitment, plan or arrangement to issue, any share of stock of the Company or any security convertible into, exercisable for, or exchangeable for stock of the Company, except for options, warrants or other rights calling for the issuance of, or commitments, plans or arrangements to issue, shares of stock of the Company in connection with acquisitions by the Company that are the subject of Form 8-Ks filed with the Commission. The Common Stock and the Shares conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus. (iv) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Agreement and the issuance and sale of the Shares. This Agreement has been duly and validly authorized, executed and delivered by the Company. (v) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation of any of the transactions contemplated hereby (including, without limitation, the issuance and sale by the Company of the Shares) will violate any provision of the charter or by-laws of the Company or any of its subsidiaries or give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or any event which with notice or lapse of time, or both, would constitute a default) under, or require any consent or waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, note or other agreement or instrument of which such counsel is aware and to which the Company or any of its subsidiaries is a party or by which it or any of its assets, properties or businesses is bound, or any statute, rule or regulation of which such counsel is aware. (vi) No consent, approval, authorization, license, registration, qualification or order of any court or governmental agency or body is required for the due authorization, execution, delivery or performance of this Agreement by the Company or the consummation of the transactions contemplated hereby or thereby, except such as have been obtained under the Securities Act and such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the several Underwriters. (vii) Except as disclosed in the Registration Statement, to such counsel's knowledge, there is no litigation or governmental or other proceeding or investigation, before any court or before or by any public body or board pending or threatened against, or involving the assets, properties or businesses of, the Company or any of its subsidiaries which would have a material adverse effect upon the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company and its subsidiaries taken as a whole. (viii) The statements in the Prospectus and in Item 15 of the Registration Statement, insofar as such statements constitute a summary of documents referred to therein or matters of law, are accurate in all material respects and fairly present the information called for with respect to such documents and matters. Copies of all contracts and other documents required to be filed as exhibits to, or described in, the Registration Statement have been so filed with the Commission. (ix) The Registration Statement and the Prospectus and each amendment or supplement thereto (except for the financial statements and schedules and other financial and statistical data included or incorporated therein, as to which such counsel expresses no opinion) comply as to form in all material respects with the requirements of the Securities Act and the Rules and the documents incorporated by reference in the Registration Statement and the Prospectuses and any further amendment or supplement to any such incorporated document made by the Company (except for the financial statements and schedules and other financial and statistical data included therein, as to which such counsel expresses no opinion) when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder. (x) The Registration Statement has become effective under the Securities Act, and to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened, pending or contemplated. (xi) The capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus under the caption "Description of Capital Stock." (xii) The Company is not an "investment company" or an entity controlled by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended. To the extent deemed advisable by such counsel, they may rely as to matters of fact on certificates of responsible officers of the Company and public officials and on the opinions of other counsel satisfactory to the Representatives as to matters which are governed by laws other than the laws of the Commonwealth of Pennsylvania and the Federal laws of the United States; provided that such counsel shall state that in their opinion the Underwriters and they are justified in relying on such other opinions. Copies of such certificates and other opinions shall be furnished to the Representatives and counsel for the Underwriters. In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the Representatives and representatives of the independent certified public accountants of the Company, at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus (except as specified in the foregoing opinion), on the basis of the foregoing, no facts have come to the attention of such counsel which lead such counsel to believe that the Registration Statement (including all exhibits and information deemed to be a part thereof through incorporation by reference) at the time it became effective (except with respect to the financial statements, notes and schedules thereto and other financial data, as to which such counsel need express no belief) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as amended or supplemented (except with respect to the financial statements and notes schedules thereto and other financial data, as to which such counsel need make no statement) on the date thereof contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) All proceedings taken in connection with the sale of the Firm Shares and the Option Shares as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and their counsel and the Underwriters shall have received from Hale and Dorr LLP a favorable opinion, addressed to the Representativxx xnd daxxx such Closing Date, with respect to the letter delivered on the Closing DateShares, the Canadian Final Prospectus Registration Statement and the U.S. Final Prospectus. (i) Subsequent to , and such other related matters, as the Time of Sale Representatives may reasonably request, and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters Company shall have been furnished with all to Hale and Dorr LLP such documents, certificates and opinions documents as they may reasonably request for the purpose of txx xurposx xx enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein containedsuch matters. (kh) Prior The Representatives shall have received copies of the Lock-up Agreements executed by each entity or person described in Section 4(o). (i) The Company shall have furnished or caused to be furnished to the Closing Date, Representatives such further certificates or documents as the Securities Representatives shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effectreasonably requested.

Conditions of the Underwriters’ Obligations. The ------------------------------------------- obligations of the Underwriters Underwriter to purchase and pay for the Firm Preferred Securities shall be subject and, following exercise of the option granted by the Offerors in Section 1 of this Agreement, the Option Preferred Securities, are subject, in the Underwriter's sole discretion, to the accuracy of and compliance with the representations and warranties on the part and agreements of the Company and the Guarantor contained Offerors herein as of the Time date hereof and as of Sale and the Closing Date (or in the case of the Option Preferred Securities, if any, as of the Option Closing Date), to the accuracy of the written statements of the Company and the Guarantor Offerors made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date Offerors of their respective covenants and obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final If the Registration Statement or any amendment thereto filed prior to the Closing Date has not been declared effective prior to the time of execution hereof, the Registration Statement shall become effective not later than 10:00 a.m., St. Louis time, on the first business day following the time of execution of this Agreement, or at such later time and date as the Underwriter may agree to in writing. If required, the Prospectus and any amendment or supplement thereto shall have been timely filed in accordance with the Reviewing Authority Rule 424(b) and Rule 430A under the Shelf Procedures 1933 Act and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b4(a) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no . No stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities amendment or of any notice objecting to its use supplement thereto shall have been issued under the 1933 Act or any applicable state securities laws and no proceedings for that purpose shall have been instituted or threatened shall be pending, or, to the knowledge of the Offerors or the Underwriter, shall be contemplated by the CommissionCommission or any state authority. Any request on the part of the Commission or any state authority for additional information (to be included in the Registration Statement or Prospectus or otherwise) shall have been disclosed to the Underwriter and complied with to the satisfaction of the Underwriter and its counsel. (b) At The Underwriter shall not have advised the Company at or before the Closing DateDate (and, each Underwriter shall have received a signed opinion of Oslerif applicable, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Option Closing Date) that the Registration Statement or any post-effective amendment thereto, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company Prospectus or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company any amendment or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments supplement thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a fact which, in the Underwriter's opinion, is material fact or omit omits to state a material fact necessary to make the statements thereinwhich, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.in

Conditions of the Underwriters’ Obligations. The obligations of ------------------------------------------- the Underwriters under this Agreement are several and not joint. The respective obligations of the Underwriters to purchase the Securities shall be Shares are subject to the accuracy each of the representations following terms and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale and the Closing Date, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Notification that the Registration Statement has become effective shall have been received by the Representatives and the Prospectus shall have been timely filed with the Reviewing Authority under Commission in accordance with Section 6(a) of this Agreement. (b) No order preventing or suspending the Shelf Procedures use of any preliminary prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Representatives. (c) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 5(d) shall be true and correct when made and on and as of each Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by them at or before such Closing Date. (d) The Representatives shall have received on each Closing Date a certificate, addressed to the Representatives and dated such Closing Date, of the chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company to the effect that (i) the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that the representations and warranties of the Company in this Agreement are true and correct on and as of such Closing Date with the same effect as if made on such Closing Date and the Company has performed all covenants and agreements and satisfied all conditions contained in this Agreement required to be performed or satisfied by it at or prior to such Closing Date, and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have has been issued and to the best of their knowledge, no proceedings for that purpose shall have been instituted or threatened by are pending under the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersSecurities Act. (e) At the Closing Date, each Underwriter The Representatives shall have received received, at the time this Agreement is executed and on each Closing Date a signed opinion and letter of Cravath, Swaine from Ernst & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory Young LLP addressed to the Underwriters. Such counsel may state thatRepresentatives and dated, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Daterespectively, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as date of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of each such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, containing confirming that they are independent accountants within the meaning of the Securities Act and the Rules, that the response to Item 10 of the Registration Statement is correct insofar as it relates to them and stating in effect that: (i) in their opinion the audited financial statements and information financial statement schedules included or incorporated by reference in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the type ordinarily Securities Act and the Rules; (ii) on the basis of a reading of the amounts included in accountant’s “comfort letters” to underwriters the Registration Statement and the Prospectus under the headings "Summary Consolidated Financial Data" and "Selected Consolidated Financial Data," carrying out certain procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter, a reading of the minutes of the meetings of the stockholders and directors of the Company, and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to transactions and events subsequent to the date of the latest audited financial statements, except as disclosed in the Registration Statement and the Prospectus, nothing came to their attention which caused them to believe that: (A) the amounts in "Summary Consolidated Financial Data," and "Selected Consolidated Financial Data" included in the Registration Statement and the Prospectus do not agree with the corresponding amounts in the audited and unaudited financial statements and certain financial information contained from which such amounts were derived; or (B) with respect to the Company, there were, at a specified date not more than three business days prior to the date of the letter, any increases in the Disclosure Packagecurrent liabilities and long-term liabilities of the Company or any decreases in net income or in working capital or the stockholders' equity in the Company, as compared with the amounts shown on the Company's audited balance sheet for the fiscal year ended December 31, 1999 and the ____ months ended ____________ included in the Registration Statement; (iii) they have performed certain other procedures as may be permitted under Generally Acceptable Auditing Standards as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Prospectus and reasonably specified by the Representatives agrees with the accounting records of the Company; and (iv) based upon the procedures set forth in clauses (ii) and (iii) above and a reading of the amounts included in the Registration Statement under the headings "Summary Consolidated Financial Data" and "Selected Consolidated Financial Data" included in the Registration Statement and Prospectus and a reading of the financial statements from which certain of such data were derived, nothing has come to their attention that gives them reason to believe that the "Summary Consolidated Financial Data" and "Selected Consolidated Financial Data" included in the Registration Statement and Prospectus do not comply as to the form in all material respects with the applicable accounting requirements of the Securities Act and the Rules or that the information set forth therein is not fairly stated in relation to the financial statements included in the Registration Statement or Prospectus from which certain of such data were derived are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Registration Statement and Prospectus. References to the Registration Statement and the Prospectus in this paragraph (e) are to such documents as amended and supplemented at the date of the letter. (f) The Representatives shall have received on each Closing Date from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel for the Company, an opinion, addressed to the Representatives and dated such Closing Date, and stating in effect that: (i) Each of the Company and its Subsidiaries has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Washington. Each of the Company and its Subsidiaries is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (owned, leased or licensed) or the nature of its businesses makes such qualification necessary, except for such jurisdictions where the failure to so qualify, individually or in the aggregate, would not have a Material Adverse Effect. (ii) Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and license its assets and properties and conduct its business as now being conducted and as described in the Registration Statement and the Prospectus and, with respect to the letter delivered on Company, to enter into, deliver and perform this Agreement and to issue and sell the Closing DateShares other than those required under the state and foreign Blue Sky laws. (iii) The Company has authorized and issued capital stock as set forth in the Registration Statement and the Prospectus under the caption "Capitalization"; the certificates evidencing the Shares are in due and proper legal form and have been duly authorized for issuance by the Company; all of the outstanding shares of Common Stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable and none of them was issued in violation of any preemptive or other similar right. The Shares when issued and sold pursuant to this Agreement, will be duly and validly issued, outstanding, fully paid and nonassessable and none of them will have been issued in violation of any preemptive or other similar right. To the best of such counsel's knowledge, except as disclosed in the Registration Statement and the Prospectus, there are no preemptive or other rights to subscribe for or to purchase or any restriction upon the voting or transfer of any securities of the Company pursuant to the Company's Certificate of Incorporation or by-laws or other governing documents or any agreements or other instruments to which the Company is a party or by which it is bound. To the best of such counsel's knowledge, except as disclosed in the Registration Statement and the Prospectus, there is no outstanding option, warrant or other right calling for the issuance of, and no commitment, plan or arrangement to issue, any share of stock of the Company or any security convertible into, exercisable for, or exchangeable for stock of the Company. The Common Stock, the Canadian Final Prospectus Shares and the U.S. Final Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus. The issued and outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or by another wholly-owned subsidiary of the Company, free and clear of any perfected security interest or, to the knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims, other than those contained in the Registration Statement and the Prospectus. (iiv) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction Each of the possible change, in the rating accorded any of Lock-Up Agreements executed by the Company’s long term debt's stockholders, including directors and officers has been duly and validly delivered by such persons and constitutes the Securitieslegal, valid and binding obligation of each such person enforceable against each such person in accordance with its terms, except as the enforceability thereof may be limited by S&P Global Ratingsapplicable bankruptcy, a division insolvency, reorganization, moratorium or other similar laws affecting the enforcement of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereofcreditors' rights generally and by general equitable principles. (jv) At All necessary corporate action has been duly and validly taken by the Closing DateCompany to authorize the execution, counsel for the Underwriters shall have been furnished with all such documents, certificates delivery and opinions as they may reasonably request for the purpose performance of enabling them to pass upon this Agreement and the issuance and sale of the Securities as contemplated in Shares. This Agreement has been duly and validly authorized, executed and delivered by the Company and this Agreement constitutes the legal, valid and binding obligation of the matters referred to Company enforceable against the Company in Section 7(baccordance with their respective terms except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. (vi) Neither the execution, delivery and Section 7(c) and in order to evidence performance of this Agreement by the accuracy and completeness Company nor the consummation of any of the representationstransactions contemplated hereby (including, warranties without limitation, the issuance and sale by the Company of the Shares will give rise to a right to terminate or statements accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or any event which with notice or lapse of time, or both, would constitute a default) under, or require consent or waiver under, or result in the execution or imposition of any lien, charge, claim, security interest or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to the Guarantor, the performance terms of any indenture, mortgage, deed trust, note or other agreement or instrument of which such counsel is aware and to which the Company or any Subsidiary is a party or by which it either the Company or any Subsidiary or any of its properties or businesses is bound, or any franchise, license, permit, judgment, decree, order, statute, rule or regulation of which such counsel is aware or violate any provision of the agreements charter or by-laws of the Company or the Guarantor, or the fulfillment of any of the conditions herein containedSubsidiary. (kvii) Prior To the best of such counsel's knowledge, no default exists, and no event has occurred which with notice or lapse of time, or both, would constitute a default, in the due performance and observance of any term, covenant or condition by the Company of any indenture, mortgage, deed of trust, note or any other agreement or instrument to which the Closing DateCompany is a party or by which it or any of its assets or properties or businesses may be bound or affected, where the consequences of such default, individually or in the aggregate, would have a Material Adverse Effect. (viii) To the best of such counsel's knowledge, the Securities shall be eligible Company and its Subsidiaries are not in violation of any term or provision of its charter or by-laws or any franchise, license, permit, judgment, decree, order, statute, rule or regulation, where the consequences of such violation, individually or in the aggregate, would have a Material Adverse Effect. (ix) No consent, approval, authorization or order of any court or governmental agency or regulatory body is required for clearance and settlement through DTC. If any the execution, delivery or performance of this Agreement by the Company or the consummation of the conditions specified in this Section 7 shall not transactions contemplated hereby or thereby, except such as have been fulfilled when obtained under the Securities Act and such as required by this Agreement, this Agreement may be terminated required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters on notice to several Underwriters. (x) To the best of such counsel's knowledge, there is no litigation or governmental or other proceeding or investigation, before any court or before or by any public body or board pending or threatened against, or involving the assets, properties or businesses of, the Company at any time at which would have a Material Adverse Effect. (xi) The statements in the Prospectus under the captions "Description of Capital Stock" and "Liquidity and Capital Resources" and "Business- __________,""________________________________,""____________________ _________," and "__________________," insofar as such statements constitute a summary of documents referred to therein or prior matters of law, are fair summaries in all material respects and accurately present the information called for with respect to the Closing Datesuch documents and matters. Accurate copies of all contracts and other documents required to be filed as exhibits to, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such terminationor described in, the provisions of Sections 1Registration Statement have been so filed with the Commission or are fairly described in the Registration Statement, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effectas the case may be.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time date hereof and as of Sale and the each Closing Date, to as if they had been made on and as of each Closing Date, the accuracy on and as of each Closing Date of the statements of officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to and the performance by the Company on and the Guarantor at or prior to the as of each Closing Date of their respective its covenants and obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 5:00 p.m. New York time, on the Reviewing Authority under date subsequent to the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or Representative, and, at the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and Closing Date no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Shares and Warrants and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to the Closing Date the Company shall have provided evidence satisfactory to the Representative of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the The Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did shall not contain an untrue statement of a material fact or omit to state a material fact which is required to be stated therein or is necessary to make the statements therein not misleading, or the Prospectus, or any supplement thereof, shall not contain an untrue statement of a material fact, or omit to state a material fact which is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (hc) On At each of the date hereof Effective Date and at the each Closing Date, the Underwriters shall have received from KPMG LLP a letterthe opinion of Blau, Xxamxx, Xxctxxx & Xiebxxxxx, X.C. (the "Firm") counsel to the Company, dated the Effective Date and each Closing Date, respectively, addressed to the Underwriters and in form and substance reasonably satisfactory to the UnderwritersIAR, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus.effect that: (i) Subsequent the Company (A) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation; (B) is duly qualified and licensed for the transaction of business and in good standing as a foreign corporation in every jurisdiction in which its ownership, leasing, licensing or use of property and assets or the conduct of its Business makes such qualification necessary except where the failure to be so qualified does not now have and will not in the future have a Material Adverse Effect; and (c) has all requisite corporate power and authority, has obtained any and all material authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies, to own or lease its properties and conduct its Business. The disclosures in the Registration Statement concerning the effects of Federal, state and local laws, rules and regulations on the Company's business as currently conducted and as contemplated are accurate in all respects and do not omit to state a fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made; (ii) the Firm has not been engaged to perform legal services in connection with any transaction whereby the Company would acquire an interest in any corporation, partnership, joint venture, trust or other business entity; (iii) the Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus (and any amendment or supplement thereto) under the heading "Capitalization" and except as set forth in the Prospectus, the Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities. The Securities and all other securities issued or issuable by the Company have been duly authorized; all outstanding shares of Common Stock have been fully paid for and are non-assessable, and the Securities when issued, paid for and delivered in accordance with the terms hereof and of the Warrant Agreement, will be validly issued fully paid and non-assessable. The Securities conform to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, description thereof in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor Prospectus. All corporate action required to the rating agency business thereof. (j) At the Closing Date, counsel be taken for the Underwriters shall have been furnished with all such documentsauthorization, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance issue and sale of the Securities as contemplated in has been duly and validly taken. The Representative's Securities constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby. Upon the issuance and delivery pursuant to this Agreement, the Warrant Agreement and the matters referred RPO of the Securities and Representative's Securities, as applicable, the Underwriters will acquire title to the Firm Securities, and the Representative will acquire title to the Representative's Securities, free and clear of any pledge, lien, charge, claim, encumbrance, pledge, security interest, or other restriction or equity of any kind whatsoever. No transfer tax is payable by or on behalf of the Underwriters in Section 7(bconnection with (A) the issuance by the Company of the Securities; (B) the purchase by the Underwriters and Section 7(cthe Representative of the Firm Securities and the Representative's Securities, respectively, from the Company;(C)the consummation by the Company of any of its obligations under this Agreement, the Warrant Agreement or the RPO or (D) resales of the Firm Securities in connection with the distribution contemplated hereby; (iv) the Registration Statement has become effective under the Act, and, if applicable, filing of all pricing information has been timely made in the appropriate form under Rule 430A, and to counsel's knowledge no stop order suspending the effectiveness of the Registration Statement or preventing the use of the preliminary prospectus or any part of any thereof has been issued and no proceeding for that purpose has been instituted or is pending, or is threatened or contemplated under the Act; (v) counsel does not know of any agreements, contracts or other documents required by the Act to be described in order the Registration Statement and the Prospectus or to evidence be filed as exhibits to the accuracy Registration Statement (or required to be filed under the Exchange Act if upon such filing they would be incorporated, in whole or in part, by reference therein) which are not so described or filed; the descriptions in the Registration Statement and completeness the Prospectus and any supplement or amendment thereto of contracts and other documents to which the Company is a party or by which it is bound, incorporated by reference into the Prospectus and any supplement or amendment thereto, are accurate and fairly present in all material respects the information required to be presented therein; to counsel's knowledge there is no action, arbitration, suit, proceeding, inquiry, investigation, litigation, governmental, legal or other proceeding (including, without limitation those having jurisdiction over environmental or similar matters), domestic or foreign, pending or threatened against the Company, or involving the properties or business of the Company which is required to be disclosed in the Registration Statement which is not so disclosed. No Federal, state or local statute or regulation required to be described in the Prospectus is not described as required; (vi) the Company has full corporate power and authority to enter into each of this Agreement, the RPO and the Warrant Agreement and to consummate the transactions contemplated therein; and each of this Agreement, the RPO and the Warrant Agreement has been duly authorized, executed and delivered by or on behalf of the Company. Each of this Agreement, the RPO and the Warrant Agreement, assuming due authorization, execution and delivery by each other party thereto, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its respective terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights generally and the application of general equitable principles in any action, legal or equitable, and except as to those provisions relating to indemnity or contribution as to which no opinion is expressed). None of the Company's execution, delivery or performance of this Agreement, the Warrant Agreement, the RPO, or the conduct of its Business will result in any breach or violation of any of the representationsterms or provisions of, warranties or statements conflicts or will conflict with or constitutes or will constitute a default under, or result in the creation or imposition of any lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company pursuant to the terms of (A) the articles of incorporation or by-laws of the Company; (B) any material license, contract, indenture, mortgage, deed of trust, voting trust agreement, shareholders agreement, note, loan or credit agreement or any other agreement or instrument to which the Company is a party or by which it is or may be bound or to which any of its properties or assets (tangible or intangible) is or may be subject; (c) any Federal, state or local statute, judgment, decree, order, rule or regulation applicable to the Company of any arbitrator, court, regulatory body or administrative agency or other governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties, or (D) have any Material Adverse Effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company to own or lease and operate any of its properties and to conduct its Business or the Guarantorability of the Company to make use thereof; (vii) the Firm has not been engaged to provide legal services with respect to, nor does the performance Firm have any knowledge of, any breach of or a default under, any term or provision of any license, contract, indenture, mortgage, installment sale agreement, deed of trust, lease, voting trust agreement, shareholders' agreement, note, loan or credit agreement or any other agreement or instrument evidencing any obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which the property or assets (tangible or intangible) of the Company is subject or affected. The Company is not in violation of any term or provision of its certificate of incorporation or by-laws or, to counsel's knowledge in violation of any franchise, license, permit, judgment, decree, order, statute, rule or regulation; (viii) the statements in the Prospectus under the headings "THE COMPANY", "BUSINESS", "MANAGEMENT," "PRINCIPAL STOCKHOLDERS, "SELLING SECURITY HOLDERS", "CERTAIN TRANSACTIONS", "DESCRIPTION OF SECURITIES", and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, except for any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior foregoing opined upon to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required underwriters by this Agreement, this Agreement may be terminated by the Underwriters on notice counsel to the Company at any time at or prior to the Closing Dateother than Blau, and such termination shall be without liability of any party to any other party except as provided Xxamxx, Xxctxxx & Xiebxxxxx, P.C.; are correct in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.all material respects;

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time date hereof and as of Sale the Closing Date and the each Option Closing Date, if any, with respect to the Company as if it had been made on and as of the Closing Date or each Option Closing Date, as the case may be; the accuracy on and as of the Closing Date or Option Closing Date, if any, of the statements of the officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; and the performance by the Company on and the Guarantor at or prior to the Closing Date as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and each Option Closing Date, if any, of its covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 12:00 Noon, New York time, on the Reviewing Authority under the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or the Guarantor pursuant to Rule 433(d) under the ActRepresentative, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and, at Closing Date and each Option Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriters' Counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Representative of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each Underwriter The Representative shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact which, in the Representative's opinion, is material, or omit omits to state a fact which, in the Representative's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Representative's opinion, is material, or omits to state a fact which, in the Representative's opinion, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, . (2c) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at On or prior to the Closing Date and (4) Date, the other representations and warranties Representative shall have received from Underwriters' Counsel, such opinion or opinions with respect to the organization of the Company or Company, the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as validity of the Closing DateSecurities, the Representative's Warrants, the Registration Statement, the Prospectus and other related matters as the Representative may request and Underwriters' Counsel shall have received such papers and information as they request to enable them to pass upon such matters. (hd) On the date hereof and at the At Closing Date, the Underwriters shall have received from KPMG LLP a letterthe favorable opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to the Company, dated the Closing Date, addressed to the Underwriters and in form and substance reasonably satisfactory to Underwriters' Counsel, to the Underwriterseffect that: i) the Company (A) has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction, containing statements (B) is duly qualified and information licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, and (C) has all requisite corporate power and authority; and the Company has obtained any and all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies (including, without limitation, those having jurisdiction over environmental or similar matters), to own or lease its properties and conduct its business as described in the Prospectus; the Company is and has been doing business in material compliance with all such authorizations, approvals, orders, licenses, certificates, franchises and permits and all federal, state and local laws, rules and regulations; the Company has not received any notice of proceedings relating to the revocation or modification of any such authorization, approval, order, license, certificate, franchise, or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the business, operations, condition, financial or otherwise, or the earnings, business affairs, position, prospects, value, operation, properties, business or results of operations of the type ordinarily included Company. The disclosures in accountant’s “comfort letters” the Registration Statement concerning the effects of federal, state and local laws, rules and regulations on the Company's business as currently conducted and as contemplated are correct in all material respects and do not omit to underwriters state a fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made; ii) to the best of such counsel's knowledge, the Company does not own an interest in any other corporation, partnership, joint venture, trust or other business entity; iii) the Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus, and any amendment or supplement thereto, under "Capitalization" and "Description of Capital Stock," and the Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the Representative's Warrant Agreement and as described in the Prospectus. The Securities, and all other securities issued or issuable by the Company conform in all material respects to all statements with respect to the financial statements and certain financial information thereto contained in the Disclosure Package, and, Registration Statement and the Prospectus. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given preemptive rights of any intended or potential downgrading or holders of a possible change that does not indicate the direction of the possible change, in the rating accorded any security of the Company’s long term debt. The Shares, including the SecuritiesRepresentative's Warrants and the Representative's Shares to be sold by the Company hereunder and under the Representative's Warrant Agreement are not and will not be subject to any preemptive or other similar rights of any stockholder, by S&P Global Ratingshave been duly authorized and, a division of S&P Global Inc.when issued, Xxxxx’x Investors Servicepaid for and delivered in accordance with the terms hereof, Inc.will be validly issued, Fitch Ltd. or, in each case, any successor fully paid and non-assessable and conform to the rating agency business thereof. (j) At description thereof contained in the Closing Date, counsel Prospectus; the holders thereof will not be subject to any liability solely as such holders; all corporate action required to be taken for the Underwriters shall have been furnished with all such documentsauthorization, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance issue and sale of the Securities as contemplated in this Agreement Shares, the Representative's Warrants and the matters referred to in Section 7(b) Representative's Shares has been duly and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.validly taken;

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities Underwriter hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time date hereof and as of Sale the Closing Date and the each Option Closing Date, if any, with respect to the Company as if they had been made on and as of the Closing Date or each Option Closing Date, as the case may be; the accuracy on and as of the Closing Date of the statements of the officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; and the performance by the Company and the Guarantor at or prior to the Closing Date on and as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and each Option Closing Date, if any, of its covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 12:00 P.M., New York time, on the Reviewing Authority under the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or Underwriter, and, at the Guarantor pursuant to Rule 433(d) under the ActClosing Date and each Option Closing Date, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriter's Counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Securities and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules of Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Underwriter of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each The Underwriter shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined either the Registration Statement, or any amendment thereto, or the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact which, in the Underwriter's opinion, is material, or omit omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible changewhich, in the rating accorded any of the Company’s long term debtUnderwriter's opinion, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor is material and is required to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.stated therein

Conditions of the Underwriters’ Obligations. (a) The obligations of the Underwriters hereunder to purchase Shares at the Securities shall be Closing Time or on each Date of Delivery, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of Operating Partnership hereunder on the Time of Sale date hereof and at the Closing DateTime and on each Date of Delivery, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereofas applicable, to the performance by the Company and the Guarantor at or prior to the Closing Date Operating Partnership of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the satisfaction of the following additional conditions:further conditions at the Closing Time or on each Date of Delivery, as applicable. (a) (ib) The Canadian Final Prospectus Company shall furnish to the Underwriters at the Closing Time and on each Date of Delivery opinions and a negative assurance letter of Xxxxx & Xxxxxxx L.L.P., counsel for the Company, addressed to the Underwriters and dated the Closing Time and each Date of Delivery and in form and substance substantially as set forth in Exhibits A-C hereof. (c) the Representatives shall have been filed received from KPMG LLP, KPMG Xxxxxxxx Xxxxx, S.C. and Deloitte & Touche LLP, letters dated, respectively, as of the date of this Agreement, the Closing Time and each Date of Delivery, as the case may be, addressed to the Representatives, in form and substance satisfactory to the Underwriters, relating to the financial statements, including any pro forma financial statements, of the Company and the Subsidiaries, and such other matters customarily covered by comfort letters issued in connection with the Reviewing Authority under the Shelf Procedures and registered public offerings. (iid) the U.S. Final Prospectus The Representatives shall have been filed with received at the Commission pursuant Closing Time and on each Date of Delivery the favorable opinion of Xxxxxxxx Chance US LLP, dated the Closing Time or such Date of Delivery, addressed to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(bRepresentatives and in form and substance satisfactory to the Representatives. (e) hereofNo amendment or supplement to the Registration Statement or Prospectus, and any other material required including documents deemed to be filed incorporated by the Company or the Guarantor pursuant to Rule 433(d) under the Actreference therein, shall have been filed with to which the Commission within Underwriters shall have objected in writing. (f) Prior to the applicable time periods prescribed for such filings by Rule 433; Closing Time and each Date of Delivery, no stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of any prospectus relating Prospectus shall have been issued, and no proceedings for such purpose shall have been initiated or threatened, by the Commission, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, shall have occurred. (g) All filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Closing Time shall have been made within the applicable time period prescribed for such filing by such Rule. (h) Between the time of execution of this Agreement and the Closing Time or the relevant Date of Delivery there shall not have been any event which has had a Material Adverse Effect, which in the Representatives’ judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Registration Statement. (i) The Shares shall have been approved for inclusion on the NYSE. (j) The Representatives shall have received lock-up agreements from each officer and director in the form of Exhibit D attached hereto, and such lock-up agreements shall be in full force and effect. (k) The NASD shall not have raised any objection with respect to the Securities fairness and reasonableness of the underwriting terms and arrangements. (l) The Company will, at the Closing Time and on each Date of Delivery, deliver to the Underwriters a certificate of its Chief Executive Officer and President and Chief Financial Officer, to the effect that: (i) with respect to the representations and warranties of the Company and the Operating Partnership in this Agreement qualified by materiality or Material Adverse Effect, such representations and warranties are true and correct, as if made on and as of the date thereof and with respect to the representations and warranties of the Company and the Operating Partnership in this Agreement that are not qualified by materiality or Material Adverse Effect, such representations and warranties are true and correct in all material respects, as if made on and as of the date thereof, and the Company has complied with all the agreements and satisfied in all material respects the conditions on its part to be performed or satisfied at or prior to the date thereof; (ii) to such officers’ knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have post-effective amendment thereto has been issued and no proceedings for that purpose shall have been instituted or are pending or threatened by under the Commission.Securities Act; (biii) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for Registration Statement when it became effective and the Underwriters, dated Prospectus as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, its date did not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (2) there has not been; and, since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amendment or supplemented Prospectus which has not been so set forth; (iv) subsequent to the respective dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus Registration Statement and the U.S. Final Prospectus, there has not been (a) any event which has had a Material Adverse ChangeEffect, (3b) any transaction that is material to the Company and the Subsidiaries considered as one enterprise, except transactions entered into in the ordinary course of business, (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries considered as one enterprise, incurred by the Company or the GuarantorSubsidiaries, as applicableexcept obligations incurred in the ordinary course of business, has (d) any change in all material respects complied with all agreements and satisfied all conditions to be performed the capital stock or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties outstanding indebtedness of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory any Subsidiary that is material to the UnderwritersCompany and the Subsidiaries considered as one enterprise, containing statements and information (e) any dividend or distribution of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Packageany kind declared, and, with respect to the letter delivered paid or made on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any capital stock of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, or (f) any successor loss or damage (whether or not insured) to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements property of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained.subsidiary which has been sustained which has had a Material Adverse Effect; and (kv) Prior each of Xxxxx & Xxxxxxx L.L.P. and Xxxxxxxx Chance US LLP is entitled to rely on this certificate in connection with the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by opinions that each firm is rendering pursuant to this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations obligation of each Underwriter to purchase and pay for the Shares set forth opposite the name of such Underwriter in SCHEDULE I is subject to, in the discretion of the Underwriters to purchase Underwriters, the Securities shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time date hereof and as of Sale the Closing Date as if they had been made on and as of the Closing Date, to the accuracy on and as of the Closing Date of the statements of officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company on and as of the Guarantor at Closing Date of all of its covenants and agreements hereunder which are to be performed on or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date Date, and to the following additional conditions: (a) (i) The Canadian Final Prospectus EFFECTIVENESS OF REGISTRATION STATEMENT, FILING OF PROSPECTUS. If the Company has elected to rely on Rule 430A under the Act, the Registration Statement shall have been filed with declared effective, and the Reviewing Authority under Prospectus (containing the Shelf Procedures and (iiinformation omitted pursuant to Rule 430A) the U.S. Final Prospectus shall have been filed with the Commission pursuant not later than the Commission's close of business on the second business day following the date hereof or such later time and date to General Instruction II.L of Form F-10which the Representatives shall have consented; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by if the Company does not elect to rely on Rule 430A, the Registration Statement (including any registration statement filed under Rule 462(b)) shall have been declared effective not later than 11:00 a.m. New York time, on the first business day following the date hereof or such later time and date to which the Guarantor pursuant Representatives shall have consented; if required, in the case of any changes in or amendments or supplements to the Prospectus in addition to those contemplated above, the Company shall have filed such Prospectus as amended or supplemented with the Commission in the manner and within the time period required by Rule 433(d424(b) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use amendment thereto shall have been issued issued, and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Representatives, shall be contemplated or threatened by the Commission. (b) At ; and the Closing Date, each Underwriter Company shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as complied with any request of the Closing Date, with respect Commission for additional information (to such customary matters as be included in the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company Registration Statement or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersProspectus or otherwise). (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities Underwriter hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale Closing Date and the each Overallotment Closing Date, to if any, as if they had been made on and as of the Closing Date or each Overallotment Closing Date, as the case may be; the accuracy on and as of the Closing Date or Overallotment Closing Date, if any, of the statements of officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; and the performance by the Company on and the Guarantor at or prior to the Closing Date as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and each Overallotment Closing Date, if any, of each of its covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 5:30 P.M., New York time, on the Reviewing Authority under the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or the Guarantor pursuant to Rule 433(d) under the ActUnderwriter, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and, at Closing Date and each Overallotment Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated to the knowledge of the Company by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriter's counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Securities and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Underwriter of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each The Underwriter shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a fact which, in the Underwriter's opinion, and the opinion of its counsel is material fact or omit omits to state a fact which, in the Underwriter's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Underwriter's reasonable opinion, or the opinion of its counsel is material, or omits to state a fact which, in the Underwriter's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) At the Closing Date and the Overallotment Closing Date, the Underwriter shall have received the favorable opinion of Connolly Epstein Chicco & Foxman Engelmeyer & Ewing, counsel to the Coxxxxx, xaxxx xxx Closing Date, or Xxxxxxxxxmenx Xxxsing Date, as the case may be, addressed to the Underwriter and in form and substance satisfactory to Underwriter's counsel, to the effect that: (2A) there The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware with full corporate power and authority to own or lease its properties and to carry on its business as set forth in the Registration Statement and Prospectus; (B) the Company is duly qualified as a foreign corporation in all jurisdictions in which by reason of maintaining an office in such jurisdiction or by owning or leasing real property in such jurisdiction it is required to be so qualified except where the failure to be so qualified would have no material adverse effect upon the business, properties, results of operations, conditions (financial or otherwise) affairs or properties of the Company (a "Material Adverse Effect"); and (C) to the best of counsel's knowledge, the Company has not been, since received any notice of proceedings relating to the dates as revocation or modification of any such license or qualification which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, revocation or modification would have a Material Adverse ChangeEffect upon the Company. (ii) The Registration Statement, each Preliminary Prospectus that has been circulated and the Prospectus and any post-effective amendments or supplements thereto (3) other than the Company or the Guarantorfinancial statements, schedules and other financial and statistical data included therein, as applicable, has to which no opinion need be rendered) comply as to form in all material respects complied with all agreements the requirements of the Act and Regulations and the conditions for use of a registration statement on Form SB-2 have been satisfied all conditions by the Company. (iii) Except as described in the Prospectus, the Company does not own an interest of a character required to be performed disclosed in the Registration Statement in any corporation, partnership, joint venture, trust or satisfied by it other business entity; (iv) The Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus as of the date indicated therein, under this Agreement at the caption "Capitalization". The Securities, Underwriter's Warrant and the Underwriter's Warrant Shares conform or prior upon issuance will conform in all material respects to all statements with respect thereto contained in the Closing Date Registration Statement and (4) the other representations Prospectus. All issued and warranties outstanding securities of the Company have been duly authorized and validly issued and all shares of capital stock are fully paid and non-assessable; the holders thereof are not, except by reason of their own conduct or the Guarantoracts, as applicablesubject to personal liability by reason of being such holders, set forth and none of such securities were issued in Section 1(a) hereof are true and correct as though expressly made at and as violation of the Closing Datepreemptive rights of any holder of any security of the Company. The Securities to be sold by the Company hereunder, the Underwriter's Warrant to be sold by the Company under the Underwriter's Warrant Agreement and Underwriter's Warrant Shares have been duly authorized and, when issued, paid for and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and conform or upon issuance will conform to the description thereof contained in the Prospectus; are not, subject to any preemptive or other similar rights of any stockholder of the Company; that, to such counsel's knowledge, the holders of the Securities and Underwriter's Warrant Shares shall not be personally liable for the payment of the Company's debts solely by reason of being such holders except as they may be liable by reason of their own conduct or acts; and that the certificates representing the Securities, Underwriter's Warrant and Underwriter's Warrant Shares are in due and proper legal form. Upon delivery of the Securities to the Underwriter against payment therefor as provided for in this Agreement, the Underwriter (assuming they are bona fide purchasers within the meaning of the Uniform Commercial Code) will acquire good title to the Securities, free and clear of all liens, encumbrances, equities, security interests and claims. (hv) On The Registration Statement has been declared effective under the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure PackageAct, and, with respect if applicable, filing of all pricing information has been timely made in the appropriate form under Rule 430A, and, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened or contemplated under the Act; (vi) To the best of such counsel's knowledge, (A) there are no material contracts or other documents required to be described in the Registration Statement and the Prospectus and filed as exhibits to the letter delivered on Registration Statement other than those described in the Closing DateRegistration Statement and the Prospectus and filed as exhibits thereto, and (B) the descriptions in the Registration Statement and the Prospectus and any supplement or amendment thereto regarding such material contracts or other documents to which the Company is a party or by which it is bound, are accurate in all material respects and fairly represent the information required to be shown by Form SB-2 and the Rules and Regulations; (vii) This Agreement, the Canadian Final Prospectus Underwriter's Warrant Agreement and the U.S. Final ProspectusFinancial Consulting Agreement have each been duly and validly authorized, executed and delivered by the Company, and assuming that each is a valid and binding agreement of the Underwriter, as the case may be, constitutes a legally valid and binding agreement of the Company, enforceable as against the Company in accordance with their respective terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law or pursuant to public policy). (iviii) Subsequent to Neither the Time execution or delivery by the Company of Sale and prior to this Agreement, the Closing Date, there shall not have been any downgradingUnderwriter's Warrant Agreement or the Financial Consulting Agreement, nor any notice given of any intended its performance hereunder or potential downgrading or of a possible change that does not indicate the direction thereunder, nor its consummation of the possible changetransactions contemplated herein or therein, nor the conduct of its business as described in the rating accorded Registration Statement, the Prospectus, and any of the Company’s long term debtamendments or supplements thereto, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon nor the issuance and sale of the Securities as contemplated pursuant to this Agreement, conflicts with or will conflict with or results or will result in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness any material breach or violation of any of the representationsterms or provisions of, warranties or statements constitutes or will constitute a material default under, or result in the creation imposition of any material lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company except to the extent such event will not have a Material Adverse Effect pursuant to the terms of, (A) the Certificate of Incorporation or By-Laws of the Company, (B) any material indenture, mortgage, deed of trust, voting trust agreement, stockholders agreement, note, loan or credit agreement or any other agreement or instrument that is material to the Company to which the Company is a party or by which it is bound or to which its properties or assets (tangible or intangible) are subject, or any indebtedness, or (C) any statute, judgment, decree, order, rule or regulation applicable to the Company or any arbitrator, court, regulatory body or administrative agency or other governmental agency or body, having jurisdiction over the Company or any of its respective activities or properties. (ix) No consent, approval, authorization or order, and no filing with, any court, regulatory body, government agency or other body (other than such as may be required under state securities laws or the GuarantorNASD, as to which no opinion need be rendered) is required in connection with the issuance by the Company of the Securities pursuant to the Prospectus and the Registration Statement, the performance of this Agreement, the Underwriter's Warrant Agreement and the Financial Consulting Agreement by the Company, and the taking of any action by the Company contemplated hereby or thereby, which has not been obtained; (x) Except as described in the Prospectus, the Company is not in breach of, or in default under, any material term or provision of any indenture, mortgage, installment sale agreement, deed of trust, lease, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the agreements property or assets (tangible or intangible) of the Company is subject or affected; and the Guarantor, or the fulfillment Company is not in violation of any material term or provision of the conditions herein contained. (k) Prior to the Closing Dateits Certificate of Incorporation or By-Laws or in violation of any material franchise, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreementlicense, this Agreement may be terminated by the Underwriters on notice permit, judgment, decree, order, statute, rule or regulation material to the Company at any time at or prior to business; (xi) The statements in the Closing DateProspectus under the captions "THE COMPANY," "BUSINESS," "MANAGEMENT," "PRINCIPAL STOCKHOLDERS," "CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES STOCK," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and such termination shall be without liability insofar as they refer to statements of any party to any other party except as provided law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.all material respects;

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time date hereof and as of Sale the Closing Date and the each Option Closing Date, if any, with respect to the Company as if it had been made on and as of the Closing Date or each Option Closing Date, as the case may be; the accuracy on and as of the Closing Date or Option Closing Date, if any, of the statements of the officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; and the performance by the Company on and the Guarantor at or prior to the Closing Date as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and each Option Closing Date, if any, of their respective covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 12:00 Noon, New York time, on the Reviewing Authority under the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or Representative, and, at the Guarantor pursuant to Rule 433(d) under the ActClosing Date and each Option Closing Date, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriters' Counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to the Closing Date the Company shall have provided evidence satisfactory to the Representatives of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each Underwriter The Representatives shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact which, in the Representatives' opinion, is material, or omit omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible changewhich, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.Representatives'

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters under this Agreement are several and not joint. The respective obligations of the Underwriters to purchase the Securities shall be Shares are subject to the accuracy each of the representations following terms and warranties on conditions: Notification that the part of Registration Statement has become effective shall have been received by the Company Representatives and the Guarantor contained herein as of the Time of Sale and the Closing Date, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Prospectus shall have been timely filed with the Reviewing Authority under Commission in accordance with Section 4(a) of this Agreement. No order preventing or suspending the Shelf Procedures and (ii) use of any preliminary prospectus or the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to or shall be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; in effect and no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued be in effect and no proceedings for that such purpose shall have been instituted be pending before or threatened by the Commission. , and any requests for additional information on the part of the Commission (bto be included in the Registration Statement or the Prospectus or otherwise) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for been complied with to the Underwriters, dated as satisfaction of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario Commission and the federal laws of Canada applicable thereinRepresentatives. If the Company has elected to rely upon Rule 430A, upon Rule 430A information previously omitted from the opinions of counsel effective Registration Statement pursuant to Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Underwriters of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and as declared effective in accordance with the requirements of Rule 430A. If the Company has elected to legal matters pertaining rely upon Rule 434, a term sheet shall have been transmitted to the Company Commission for filing pursuant to Rule 424(b) within the prescribed time period. The representations and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 4(e) shall be true and correct when made and on and as of each Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by them at or before such Closing Date. The representations and warranties of the Guarantor Selling Stockholders contained in this Agreement and upon in the certificates delivered pursuant to Section 4(f) shall be true and correct when made and on and as of public officialseach Closing Date as if made on such date. Such counsel may further state that they express no opinion as The Selling Stockholders shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by them at or before such Closing Date. The Representatives shall have received on each Closing Date a certificate, addressed to the Communications Statutes Representatives and related matters. (c) At the dated such Closing Date, each Underwriter shall of the chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company to the effect that: (i) the representations and warranties of the Company in this Agreement were true and correct when made and are true and correct as of such Closing Date; (ii) the Company has performed all covenants and agreements and satisfied all conditions contained herein required to be performed or satisfied by it at or prior to such Closing Date; (iii) they have received a signed opinion carefully examined the Registration Statement and letter of Skaddenthe Prospectus and, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated (A) as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Effective Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form Registration Statement and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an include any untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (2B) there has not been, since the dates Effective Date no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement or the Prospectus; and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and, to their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act. On each Closing Date, the Representatives shall receive a written certificate executed by each Selling Stockholder, dated as of which information is given in such Closing Date, to the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, effect that: (3i) the Company or representations, warranties and covenants of such Selling Stockholder set forth in Section 3 of this Agreement are true and correct with the Guarantor, same force and effect as applicable, though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has in all material respects complied with all agreements and satisfied all conditions on its part to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the such Closing Date. (h) . On the date hereof hereof, the Company and at the Selling Stockholders shall have furnished for review by the Representatives copies of the Power of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representative may reasonably request. The Representatives shall have received, no later that the later of (i) the time this Agreement is executed, or (ii) the date the Prospectus is filed and on each Closing Date a signed letter from the Auditor addressed to the Representatives and dated, respectively, the date of this Agreement and each such Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, Representatives containing statements and information of the type ordinarily included in accountant’s “accountants' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus Registration Statement and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the . The Representatives shall have received on each Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing DateDate from Xxxxxxxx & Xxxxxxxx LLP, counsel for the Underwriters shall Company, an opinion, addressed to the Representatives and dated such Closing Date, and stating in effect that: The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business and is in good standing as a foreign corporation in California. The Company has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as now being conducted and as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement and to issue and sell the Shares. The Shares to be issued and sold by the Company pursuant to this Agreement have been furnished duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable. All of the Shares held by the Selling Stockholders were duly and validly authorized and issued and are fully paid and nonassessable. The issuance and sale of the Shares of the Company are not subject to any preemptive or other similar rights set forth in the Company's Certificate of Incorporation or bylaws. Except as disclosed in the Registration Statement and the Prospectus, there are no preemptive or other rights to subscribe for or to purchase from the Company any securities of the Company pursuant any agreements or other instruments to which the Company is a party or by which it is bound and which are filed as exhibits to the Registration Statement. The Common Stock and the Shares conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus. The form of certificate used to evidence the Common Stock complies in all material respects with all the General Corporation Law of the State of Delaware and with any applicable requirements of the Certificate of Incorporation or bylaws of the Company. To such documentscounsel's knowledge after due inquiry, certificates no person or entity has any right to cause any capital stock of the Company to be registered under the Registration Statement, which rights have not been validly waived. All necessary corporate action has been duly and opinions as they may reasonably request for validly taken by the purpose Company and to authorize the execution, delivery and performance of enabling them to pass upon this Agreement and the issuance and sale of the Securities as contemplated in Shares. This Agreement has been duly and validly authorized, executed and delivered by the Company. Neither the execution, delivery and performance of this Agreement and by the matters referred to in Section 7(b) and Section 7(c) and in order to evidence Company nor the accuracy and completeness consummation of any of the representationstransactions contemplated hereby (including, warranties without limitation, the issuance and sale by the Company of the Shares) will give rise to a right to terminate or statements accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or any event which with notice or lapse of time, or both, would constitute a default) under, or require consent or waiver under, or result in the execution or imposition of any lien, charge, claim, security interest or encumbrance upon any properties or assets of the Company pursuant to the terms of, any indenture, mortgage, deed trust, note or other agreement or instrument which has been filed as an exhibit to the Registration Statement and to which the Company is a party or by which it or any of its assets or properties or businesses is bound, nor will such action result in any violation of the provisions of the Certificate of Incorporation or bylaws of the Company or, to such counsel's knowledge, any statue, rule, regulation or judgment, decree or order of any governmental body, agency or court having jurisdiction over the Company. No consent, approval, authorization or filing with or order of any court or governmental agency or regulatory body is required for the performance of this Agreement by the Company or the Guarantor, the performance of any consummation of the agreements transactions contemplated hereby, except such as have been obtained under the Securities Act and such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the several Underwriters. The statements in the Prospectus under the captions: "Business-Manufacturing" (but only with respect to the second and fifth sentences of the second paragraph and the third and fourth sentences of the third paragraph of such section), "Business--Schering AG License and Manufacturing Agreements," "Business--Profile Supply Agreement," "Business--Accredo Distribution Agreement," "Business--Priority Distribution Agreement," "Business-Cardinal Health Distribution Agreement," "Business--Quadrant Experimentation and Evaluation Agreement," "Management--Employment Agreements," "Management--Severance and Change of Control Agreements," "Management--Equity Benefit Plans" and "Description of Capital Stock" (but not with respect to the subsections entitled "Transfer Agent and Registrar" and "The Nasdaq National Market Quotation"), and in the Registration Statement under Items 14 and 15 of Part II, insofar as such statements constitute a summary of documents referred to therein or matters of law, are fair summaries in all material respects and accurately present the information with respect to such documents and matters. The Registration Statement, as of the date it was declared effective, and the Prospectus, as of its date, comply as to form in all material respects with the requirements of the Securities Act and the applicable Rules. The Registration Statement is effective under the Securities Act, and to such counsel's knowledge no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened, pending or contemplated. Any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) under the Securities Act has been made in the manner and within the time period required by such Rule 424(b). The common stock of the Company has been duly approved for quotation on The Nasdaq National Market. The Company is not an "investment company" or an entity controlled by an "investment company," and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. In rendering the opinion in paragraph (viii), such counsel may state that it is not expressing any view, opinion or belief as to the accuracy, completeness or fairness of the information, disclosure or statements made in the Registration Statement or the GuarantorProspectus. In addition, such counsel may state that it is not called upon to express, and does not express, any view, opinion or belief as to the financial statements, schedules and statistical data contained in the Registration Statement or the Prospectus. To the extent deemed advisable by such counsel, such counsel may rely as to matters of fact on certificates of responsible officers of the Company and public officials and on the opinions of other counsel satisfactory to the Representatives as to matters which are governed by laws other than the laws of the State of New York, the State of California, the General Corporation Law of the State of Delaware and the Federal laws of the United States; provided that such counsel shall state that in their opinion the Underwriters and they are justified in relying on such other opinions. Copies of such certificates and other opinions shall be furnished to the Representatives and counsel for the Underwriters. In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the Representatives and representatives of the independent certified public accountants of the Company, at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus (except as specified in the foregoing opinion), on the basis of the foregoing, no facts have come to the attention of such counsel which lead such counsel to believe that the Registration Statement at the time it became effective (except with respect to the financial statements and notes and schedules thereto and other financial data, as to which such counsel need express no belief) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the fulfillment Prospectus as amended or supplemented (except with respect to the financial statements, notes and schedules thereto and other financial data, as to which such counsel need make no statement) on the date thereof contained any untrue statement of any a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the conditions herein contained. circumstances under which they were made, not misleading. In addition, such counsel may supplementally inform the Representatives that, other than as described in the Prospectus, to such counsel's knowledge, there is no any action, suit, proceeding or other investigation, pending or threatened in writing, against the Company which is required to be disclosed in the Registration Statement and the Prospectus pursuant to Item 103 of Regulation S-K and is not so disclosed or which could reasonably be expected to have a Material Adverse Effect. The Representatives shall have received on each Closing Date from Xxxxxxxxx & Xxxxxxx, special United States Food and Drug Administration (k"FDA") Prior counsel for the Company an opinion, addressed to the Closing Date, the Securities shall be eligible for clearance Underwriters and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the dated such Closing Date, and such termination shall be without liability of any party to any other party except as provided stating in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.effect that:

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase Shares at the Securities shall be Closing Time or on the Date of Delivery, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company in all material respects on the date hereof and at the Guarantor contained herein Closing Time and on the Date of Delivery, as applicable, the performance by the Company of its respective obligations hereunder in all material respects and to the satisfaction of the following further conditions at the Closing Time or on the Date of Delivery, as applicable: (a) The Representatives shall have received, dated as of the Closing Time and on the Date of Sale Delivery, an opinion of Xxxxxxxx & Xxxxxxxx, counsel for the Company, addressed to the Underwriters substantially in the form attached as Exhibit A hereto. (b) The Representatives shall have received from KPMG LLP, letters dated, respectively, as of the date of this Agreement, the Closing Time and the Closing DateDate of Delivery, as the case may be, addressed to the accuracy Representatives (a draft of the statements form of such letter is attached as Exhibit B hereto) in form and substance reasonably satisfactory to the Representatives, relating to the financial statements, including any pro forma financial statements, of the Company and the Guarantor made Subsidiaries, and such other matters customarily covered by comfort letters issued in any certificates delivered connection with registered public offerings. (c) No amendment or supplement to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at Registration Statement or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Prospectus shall have been filed with to which the Reviewing Authority under the Shelf Procedures and (ii) the U.S. Final Prospectus Underwriters shall have been filed with objected in writing. (d) Prior to the Commission pursuant to General Instruction II.L Closing Time and the Date of Form F-10; the final term sheet contemplated by Section 5(b) hereofDelivery, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of any prospectus relating to the Securities Preliminary Prospectus or of any notice objecting to its use shall have Prospectus has been issued issued, and no proceedings for that such purpose shall have been instituted initiated or threatened threatened, by the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as and no suspension of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers qualification of the Company Shares for offering or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Datesale in any jurisdiction, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as or of the Closing Dateinitiation or threatening of any proceedings for any of such purposes, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattershas occurred. (e) At Between the time of execution of this Agreement and the Closing DateTime or the Date of Delivery, each Underwriter shall have received a signed opinion and letter as applicable, no material adverse change in the assets, business, operations, earnings, prospects, properties or condition (financial or otherwise) of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated Subsidiaries taken as a whole shall occur (whether or not arising in the ordinary course of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersbusiness). (f) At the Closing Date, the Underwriters The Shares shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of been authorized for quotation on the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officialsNasdaq National Market. (g) At The NASD shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements between the date of this Agreement and the Closing DateTime or the Date of Delivery, the Underwriters as applicable. (h) The Representatives shall have received lock-up agreements from each executive officer and director of the Company, in the form of Exhibit C attached hereto, and such letter agreements shall be in full force and effect. (i) The Company will, at the Closing Time and on each Date of Delivery, deliver to the Underwriters a certificate of any two Vice Presidents of the Company its President and any Vice President of the Guarantor, in each case dated as of the Closing DateChief Executive Officer and its Chief Financial Officer, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best each of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Packageperson's knowledge, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof this Agreement are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus all material respects and the U.S. Final Prospectus. conditions set forth in paragraphs (id) Subsequent to the Time of Sale and prior to the Closing Date, there shall not (e) have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. orsatisfied, in each case, any successor to the rating agency business thereofcase as of such date. (j) At the Closing Date, counsel for The Company shall have furnished to the Underwriters shall have been furnished with all such documents, other documents and certificates and opinions as they the Representatives may reasonably request for the purpose of enabling them to pass upon the issuance and sale request. The Representatives may in their sole discretion waive on behalf of the Securities as contemplated in this Agreement and Underwriters compliance with any conditions to the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any obligations of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein containedUnderwriters hereunder. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time date hereof and as of Sale and the each Closing Date, to as if they had been made on and as of each Closing Date, the accuracy on and as of each Closing Date of the statements of officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to and the performance by the Company on and the Guarantor at or prior to the as of each Closing Date of their respective its covenants and obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 5:00 p.m. New York time, on the Reviewing Authority under date subsequent to the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or Representative, and, at the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and Closing Date no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Shares and Warrants and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to the Closing Date the Company shall have provided evidence satisfactory to the Representative of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the The Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did shall not contain an untrue statement of a material fact or omit to state a material fact which is required to be stated therein or is necessary to make the statements therein not misleading, or the Prospectus, or any supplement thereof, shall not contain an untrue statement of a material fact, or omit to state a material fact which is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (hc) On At each of the date hereof Effective Date and at the each Closing Date, the Underwriters shall have received from KPMG LLP a letterthe opinion of Blau, Kramer, Wactlar & Lieberman, P.C. (the "Fixx") xxxxsel to the Company, dated the Effective Date and each Closing Date, respectively, addressed to the Underwriters and in form and substance reasonably satisfactory to the UnderwritersFairchild, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus.effect xxxx: (i) Subsequent the Company (A) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation; (B) is duly qualified and licensed for the transaction of business and in good standing as a foreign corporation in every jurisdiction in which its ownership, leasing, licensing or use of property and assets or the conduct of its Business makes such qualification necessary except where the failure to be so qualified does not now have and will not in the future have a Material Adverse Effect; and (c) has all requisite corporate power and authority, has obtained any and all material authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies, to own or lease its properties and conduct its Business. The disclosures in the Registration Statement concerning the effects of Federal, state and local laws, rules and regulations on the Company's business as currently conducted and as contemplated are accurate in all respects and do not omit to state a fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made; (ii) the Firm has not been engaged to perform legal services in connection with any transaction whereby the Company would acquire an interest in any corporation, partnership, joint venture, trust or other business entity other than those contemplated in the Offering; (iii) the Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus (and any amendment or supplement thereto) under the heading "Capitalization" and except as set forth in the Prospectus, the Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities. The Securities and all other securities issued or issuable by the Company have been duly authorized; all outstanding shares of Common Stock have been fully paid for and are non-assessable, and the Securities when issued, paid for and delivered in accordance with the terms hereof and of the Warrant Agreement, will be validly issued fully paid and non-assessable. The Securities conform to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, description thereof in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor Prospectus. All corporate action required to the rating agency business thereof. (j) At the Closing Date, counsel be taken for the Underwriters shall have been furnished with all such documentsauthorization, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance issue and sale of the Securities has been duly and validly taken. The Representative's Securities constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby. Upon the issuance and delivery pursuant to this Agreement, the Warrant Agreement and the RPO of the Securities and Representative's Securities, as applicable, the Underwriters will acquire title to the Firm Securities, and the Representative will acquire title to the Representative's Securities, free and clear of any pledge, lien, charge, claim, encumbrance, pledge, security interest, or other restriction or equity of any kind whatsoever. No transfer tax is payable by or on behalf of the Underwriters in connection with (A) the issuance by the Company of the Shares; (B) the purchase by the Underwriters and the Representative of the Shares from the Company;(C)the consummation by the Company of any of its obligations under this Agreement or (D) resales of the Shares held by Selling Shareholders in connection with the distribution contemplated hereby; (iv) the Registration Statement has become effective under the Act, and, if applicable, filing of all pricing information has been timely made in the appropriate form under Rule 430A, and to counsel's knowledge no stop order suspending the effectiveness of the Registration Statement or preventing the use of the preliminary prospectus or any part of any thereof has been issued and no proceeding for that purpose has been instituted or is pending, or is threatened or contemplated under the Act; (v) counsel does not know of any agreements, contracts or other documents required by the Act to be described in the Registration Statement and the Prospectus or to be filed as exhibits to the Registration Statement (or required to be filed under the Exchange Act if upon such filing they would be incorporated, in whole or in part, by reference therein) which are not so described or filed; the descriptions in the Registration Statement and the Prospectus and any supplement or amendment thereto of contracts and other documents to which the Company is a party or by which it is bound, incorporated by reference into the Prospectus and any supplement or amendment thereto, are accurate and fairly present in all material respects the information required to be presented therein; to counsel's knowledge there is no action, arbitration, suit, proceeding, inquiry, investigation, litigation, governmental, legal or other proceeding (including, without limitation those having jurisdiction over environmental or similar matters), domestic or foreign, pending or threatened against the Company, or involving the properties or business of the Company which is required to be disclosed in the Registration Statement which is not so disclosed. No Federal, state or local statute or regulation required to be described in the Prospectus is not described as required; (vi) the Company has full corporate power and authority to enter into this Agreement and to consummate the matters referred transactions contemplated herein; and this Agreement has been duly authorized, executed and delivered by or on behalf of the Company. This Agreement assuming due authorization, execution and delivery by each other party thereto, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its respective terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights generally and the application of general equitable principles in Section 7(b) any action, legal or equitable, and Section 7(c) and except as to those provisions relating to indemnity or contribution as to which no opinion is expressed). The Company's execution, delivery or performance of this Agreement or the conduct of its Business will not result in order to evidence the accuracy and completeness any breach or violation of any of the representationsterms or provisions of, warranties or statements conflicts or will conflict with or constitutes or will constitute a default under, or result in the creation or imposition of any lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company pursuant to the terms of (A) the articles of incorporation or by-laws of the Company; (B) any material license, contract, indenture, mortgage, deed of trust, voting trust agreement, shareholders agreement, note, loan or credit agreement or any other agreement or instrument to which the Company is a party or by which it is or may be bound or to which any of its properties or assets (tangible or intangible) is or may be subject; (c) any Federal, state or local statute, judgment, decree, order, rule or regulation applicable to the Company of any arbitrator, court, regulatory body or administrative agency or other governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties, or (D) have any Material Adverse Effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company to own or lease and operate any of its properties and to conduct its Business or the Guarantorability of the Company to make use thereof; (vii) the Firm has not been engaged to provide legal services with respect to, nor does the performance Firm have any knowledge of, any breach of or a default under, any term or provision of any license, contract, indenture, mortgage, installment sale agreement, deed of trust, lease, voting trust agreement, shareholders' agreement, note, loan or credit agreement or any other agreement or instrument evidencing any obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which the property or assets (tangible or intangible) of the Company is subject or affected. The Company is not in violation of any term or provision of its certificate of incorporation or by-laws or, to counsel's knowledge in violation of any franchise, license, permit, judgment, decree, order, statute, rule or regulation; (viii) the statements in the Prospectus under the headings "THE COMPANY", "BUSINESS", "MANAGEMENT," "PRINCIPAL STOCKHOLDERS, "SELLING SECURITY HOLDERS", "CERTAIN TRANSACTIONS", "DESCRIPTION OF SECURITIES", and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, except for any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior foregoing opined upon to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required underwriters by this Agreement, this Agreement may be terminated by the Underwriters on notice counsel to the Company at any time at or prior to the Closing Dateother than Blau, and such termination shall be without liability of any party to any other party except as provided Kramer, Wactlar & Lieberman, P.C.; are xxrrect in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.all material respects;

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Purchased Securities shall be or, if this Agreement provides for sales of Debt Securities pursuant to Delayed Delivery Contracts, the Underwriters' Securities, are subject to the accuracy following conditions: (a) Promptly upon the execution of this Agreement by the Partnership (or at such later time acceptable to the Representatives, or if there are none, such firm as may be designated by a majority in interest of the representations Underwriters) and warranties on the Closing Date, the Representatives or such designated firm shall have received from the independent accountants of the Partnership who have certified the financial statements of the Partnership and its subsidiaries included or incorporated by reference in the Registration Statement signed letters dated the respective dates of delivery, in form and substance satisfactory to the Underwriters or the Representatives. (b) No stop order suspending the effectiveness of the Registration Statement under the Securities Act shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission and any requests for additional information on the part of the Company Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Underwriters or the Representatives. (c) Subsequent to the execution of this Agreement, there shall not have been any material change in the partnership interests or long-term debt of the Partnership or any material adverse change in the general affairs, management, financial position or results of operations of the Partnership and its subsidiaries taken as a whole, whether or not arising in the Guarantor ordinary course of business, in each case other than as set forth in or contemplated by the Registration Statement and Prospectus, if in the reasonable judgment of a majority in interest of the Underwriters or of the Representatives any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to Delayed Delivery Contracts, the Underwriters' Securities, by the Underwriters as contemplated in the Prospectus. (d) Subsequent to the execution of this Agreement, there shall not have occurred any of the following (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension in trading in the Partnership's securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York authorities; or (iv) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this clause (iv) in the reasonable judgment of a majority in interest of the Underwriters or of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the sale of and payment for the Purchased Securities. (e) The representations and warranties of the Partnership contained herein shall be true and correct on and as of the Time of Sale Closing Date and the Closing Date, Partnership shall have performed all covenants and agreements herein contained to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor be performed on its part at or prior to the Closing Date of their respective obligations hereunder that are required to be performed at Date. (f) The Underwriters or prior to Representatives shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer, the President, any Vice President or the Vice President, Treasurer and to the following additional conditions: (a) (i) The Canadian Final Prospectus shall have been filed with the Reviewing Authority under the Shelf Procedures and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L Chief Financial Officer of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(dGeneral Partner on behalf of the Partnership, which shall certify that (i) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use qualification of any prospectus relating the Indenture has been issued and, to the Securities or knowledge of any notice objecting to its use shall have been issued and such officer, no proceedings for that such purpose shall have been instituted are pending before or threatened by the Commission. , (bii) At the representations and warranties of the Partnership contained herein are true and correct on and as of the Closing Date, each Underwriter and (iii) the Partnership has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date. (g) The Underwriters or the Representatives shall have received a signed opinion of Osleron the Closing Date from Xxxxxxxxx & Xxxxxxxxx, Xxxxxx & Harcourt LLPL.L.P., Canadian counsel for the UnderwritersPartnership, an opinion, dated the Closing Date, substantially to the effect as of set forth in Schedule II hereto. (h) The Underwriters or the Representatives shall have received on the Closing Date from counsel for the Underwriters an opinion dated the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinionPartnership, such counsel may relythe Indenture, as the Purchased Securities or, if this Agreement provides for sales of Debt Securities pursuant to all matters governed by Delayed Delivery Contracts, the laws of jurisdictions other than Underwriters' Securities, the Province of Ontario Registration Statement and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters Prospectus and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantorthis Agreement. Such counsel may opinion shall also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, include language substantially to the effect set forth in Annex A of the penultimate paragraph of Schedule II hereto. In delivering such certificateThe Partnership and, such officer may relyif this Agreement provides for sales by Selling Unitholders, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters each Selling Unitholder shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, furnished to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions documents as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein containedrender such opinions. (ki) Prior Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Partnership's debt securities or preferred stock by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, nor shall there have been any public announcement, beyond what it had announced prior to the date of this Agreement, that any such organization has under surveillance or review its ratings of any debt securities or preferred stock of the Partnership (other than an announcement with positive implication of a possible upgrading, and no implication of a possible downgrading of such rating). (j) If this Agreement provides for sales by Selling Unitholders, the Underwriters or Representatives shall have received on the Closing Date a certificate, dated the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 President or any Vice President of each Selling Unitholder, which shall not have been fulfilled when certify that (i) the representations and warranties of such Selling Unitholder contained herein are true and correct on and as required by this Agreementof the Closing Date, this Agreement may and (ii) such Selling Unitholder has performed all covenants and agreements herein contained to be terminated by the Underwriters performed on notice to the Company at any time its part at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination. (k) If this Agreement provides for sales by Selling Unitholders, the provisions of Sections 1Underwriters or Representatives shall have received on the Closing Date from counsel for each Selling Unitholder, 6an opinion, 8dated the Closing Date, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain substantially to the effect as set forth in effectSchedule III hereto.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters each Underwriter to purchase and pay for the number of Firm Securities shall be set forth opposite the name of such Underwriter in Schedule I on the Closing Date and the ratable portion of any Additional Securities on any Option Closing Date are subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor Offerors contained herein as of the Time date hereof, as of Sale the Closing Date and the as of any such Option Closing Date, to as the accuracy case may be, as if they had been made on and as of the Closing Date or any such Option Closing Date; the accuracy, on and as of the Closing Date or any such Option Closing Date, of the statements of officers or trustees of the Company and Offerors, as the Guarantor case may be, made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; the performance by the Company Offerors, on and the Guarantor at or prior to as of the Closing Date or any such Option Closing Date, of their respective obligations hereunder that are required to be performed at or prior to the Closing Date covenants and to agreements hereunder; and the following additional conditions:conditions (which may, in the absolute and sole discretion of the Underwriters, be waived, in whole or in part): (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with declared effective, and the Reviewing Authority under Prospectus (containing the Shelf Procedures and (iiinformation omitted pursuant to Rule 430(A)) the U.S. Final Prospectus shall have been filed with the Commission pursuant not later than the Commission's close of business on the second business day following the date hereof or such later time and date to General Instruction II.L of Form F-10; which the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, Representatives shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no consented. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order preventing or suspending the use of any prospectus relating to the Securities Prospectus or of any notice objecting to its use amendment or supplement thereto shall have been issued issued, and no proceedings for that purpose shall have been instituted or pending or, to the best knowledge of the Offerors or the Representatives, shall be contemplated or threatened by the Commission. The Offerors shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). No stop orders suspending the sale of the Preferred Securities in any jurisdiction referred to in Section 6(c) shall have been issued, and no proceedings for that purpose shall have been instituted or shall be pending or, to the best knowledge of the Offerors or the Representatives, shall be contemplated or threatened by the officials of any such jurisdiction. (b) At The Representatives shall not have advised the Offerors that the Registration Statement contains an untrue statement of fact which the Representatives reasonably believe is material, or omits to state a fact which the Representatives reasonably believe is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which the Representatives reasonably believe is material, or omits to state a fact which the Representatives reasonably believe is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) On or prior to the Closing Date and each Option Closing Date, each Underwriter if any, the Representatives shall have received a signed from counsel to the Underwriter, such opinion or opinions with respect to the issuance and sale of Oslerthe Common Securities, Xxxxxx & Harcourt LLPthe Preferred Securities and the Subordinated Debentures, Canadian the Registration Statement and the Prospectus and such other related matters as the Representatives reasonably may request, and such counsel for shall have received such documents and other information as it requests to enable it to pass upon such matters. (d) On the UnderwritersClosing Date and each Option Closing, if any, the Representatives shall receive: (i) The favorable opinion, dated as of the Closing Date or such Option Closing Date, with respect to such customary matters as of Gordon, Feinblatt, Rothman, Hoffbexxxx & Hxxxxxxxx, LXX, xxxnsxx xx xxx Comxxxx, xxbstantially in the Underwriters may reasonably requireform and substance of Exhibit A attached hereto. In giving rendering such opinion, counsel may state that it is passing only on matters of Maryland and United States federal law. In rendering such opinion, counsel may rely upon an opinion or opinions, each dated the Closing Date or such Option Closing Date, of other counsel retained by it, the Company or the Trust as to laws of any jurisdiction other than the United States or the State of Maryland, provided that (A) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Underwriter and (B) counsel to the Company shall state in its opinion that it is justified in relying thereon. Insofar as such opinions involve factual matters, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem such counsel deems proper, upon certificates of officers and trustees of the Company or Company, the Guarantor Subsidiaries and upon the Trust, as the case may be, and certificates of public officials. Such counsel may further state , provided that they express no opinion as copies of all such certificates shall be attached to or referenced in the Communications Statutes and related mattersopinion. (cii) At The favorable opinion, dated the Closing Date or such Option Closing Date, each Underwriter shall have received a signed opinion of White & Case, counsel to Bankers Trust (Delaware), as the Delaware Trustee, and letter the Property Trustee, the Debenture Trustee and the Guarantor Trustee, substantially in the form and substance of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the UnderwritersExhibit B attached hereto. (iii) The favorable opinion, dated as of the Closing Date or such Option Closing Date, with respect of Richards, Layton & Finger, special Xxxxxxxx xxxxxxl to such customary matters as the Underwriters may reasonably requireCompany and the Trust, substantially in the form and substance of Exhibit C attached hereto. Such In rendering the opinions contemplated by clauses (ii) and (iii) above, counsel may rely upon an opinion or opinions, each dated the Closing Date or such Option Closing Date, of other counsel retained by it or the Company as to laws of any jurisdiction other than the United States or the State of Delaware, provided that (A) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Representatives and (B) counsel shall state that, insofar in its opinion that it believes that it is justified in relying thereon. Insofar as such opinion involves opinions involve factual matters, they have reliedsuch counsel may rely, to the extent they deem such counsel deems proper, upon certificates of officers and trustees of the Company, the Subsidiaries and the Trust, as the case may be, and certificates of public officials, provided that copies of all such opinions shall be attached to or referenced in the opinion. (e) On or prior to the Closing Date and each Option Closing Date, if any, counsel to the Underwriters shall have been furnished such documents, certificates and opinions as they may reasonably request in order to evidence the accuracy, completeness or satisfaction of any of the representations or warranties of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company Trust or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersconditions herein contained. (f) At On the Closing Date, date hereof the Underwriters Representatives shall have received a certificate "comfort" letter from Xxxxx X. XxxxErnst & Young, Senior Vice PresidentLLP, Regulatoryindependent xxxxified public accountants, dated as of such date and addressed to the Closing DateUnderwriters, in form and substance satisfactory to the Underwriters and counsel for the UnderwritersRepresentatives, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to Registration Statement and the letter delivered on Prospectus. (g) On the Closing Date, and each Option Closing Date, if any, the Canadian Final Representatives shall have received from Ernst & Young, LLP a letter, dated as of txx xxch date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 8(f). (h) On the Closing Date and each Option Closing Date, if any, the Underwriters shall have received a certificate, dated such date, of the Chairman of the Board/Chief Executive Officer and President/Chief Financial Officer of the Company to the effect that each such person has carefully examined the Registration Statement, to the best knowledge of each such person, and the Prospectus and any amendments or supplements thereto and this Agreement, and that: (i) The representations and warranties of the U.S. Final ProspectusCompany in this Agreement are true and correct in all material respects, as if made on and as of the Closing Date or the applicable Option Closing Date, as the case may be, and the Company has complied with all agreements and covenants and satisfied, in all material respects, all conditions contained in this Agreement on its part to be performed or satisfied at or prior to the Closing Date or such Option Closing Date; (ii) No stop order suspending the effectiveness of the Registration Statement or post-effective amendment thereto or suspending the use of any Prospectus or amendment or supplement thereto or the qualification of the Preferred Securities for offering or sale has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of each such person, are contemplated or threatened under the Securities Act, and any and all filings required by Rule 424, Rule 430A and Rule 462(b) have been timely made; and (iii) The Registration Statement and Prospectus and, if any, each amendment and each supplement thereto, contain all statements and information required to materially comply with the Securities Act or the Securities Act Rules and Regulations to be included therein, and neither the Registration Statement or the Prospectus nor any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not materially misleading. References to the Registration Statement and the Prospectus in this Section 8(h) are to such documents as amended and supplemented at the date of the certificate required hereby. (i) Subsequent On the Closing Date and each Option Closing Date, if any, the Underwriters shall have received a certificate, dated the Closing Date, of the Administrators to the Time effect that each such Administrator has carefully examined the Registration Statement and the Prospectus and any amendments or supplements thereto and this Agreement, and that, to the best knowledge of Sale each person: (i) the representations and warranties of the Trust in this Agreement are true and correct in all material respects, as if made on and as of the Closing Date and each Option Closing Date, if any, and the Trust has complied with all agreements and covenants and satisfied, in all material respects, all conditions contained in this Agreement on its part to be performed or satisfied at or prior to the Closing Date or such Option Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or suspending the use of any Prospectus in any amendment or supplement thereto, there shall not or the qualification of the Preferred Securities for offering or sale has been issued has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of each such person, are contemplated or threatened under the Securities Act, and any downgradingand all filings required by Rule 424, Rule 430A and Rule 462(b) have been timely made; and (iii) the Registration Statement and Prospectus and, if any, each amendment and supplement thereto, contain all statements and information required to materially comply with the Securities Act and the Rules and the Securities Act Regulations to be included therein, and neither the Registration Statement or the Prospectus nor any notice given of amendment or supplement thereto includes any intended or potential downgrading or untrue statement of a possible change that does material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not indicate materially misleading. References to the direction Registration Statement and the Prospectus in this Section 8(i) are to such documents as amended and supplemented at the date of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereofcertificate required hereby. (j) At Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus up to and including the Closing Date or the applicable Option Closing Date, counsel for as the Underwriters shall have case may be, there has not been furnished with all such documents, certificates and opinions as they may reasonably request for any material change in the purpose of enabling them to pass upon the issuance and sale business or properties of the Company, any of the Subsidiaries or the Trust which change, taken as a whole, makes it reasonably impractical or inadvisable in the Representative's reasonable judgment to proceed with the public offering or the delivery of the Preferred Securities as contemplated in this Agreement and by the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein containedProspectus. (k) Prior to the Closing Date, the Preferred Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by duly authorized for listing on the Underwriters on notice to the Company at any time at or prior NNM. (l) Prior to the Closing Date, and the Preferred Securities shall have been qualified under the securities or Blue Sky laws of such termination jurisdictions as the Representatives shall have designated or an exemption therefrom shall be available; (m) Prior to the Closing Date, the NASD, upon review of the terms of the public offering of the Preferred Securities contemplated hereby, shall have indicated that it has no objection to the underwriting arrangements pertaining to the sale of the Preferred Securities and the Underwriters' participation in the sale of the Preferred Securities as so contemplated. All opinions, certificates, letters and documents to be furnished by the Offerors will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Representatives and to counsel for the Underwriters. The Offerors shall furnish the Underwriters with manually signed or conformed copies of such opinions, certificates, letters and documents in such quantities as the Representatives reasonably requests. The certificates delivered under this Section 8 shall constitute representations, warranties and agreements of the Offerors as to all matters set forth therein as fully and effectively as if such matters had been set forth in Section 2 of this Agreement. If any condition to the Underwriters' obligations hereunder to be satisfied prior to or at the Closing Date or any Option Closing Date is not so satisfied, in all material respects, or waived by the Representatives, in its discretion, this Agreement, at the Representative's election, will terminate upon notification to the Offerors without liability on the part of any party Underwriter (including the Representatives), or the Offerors, except for the expenses to any other party be paid by the Company pursuant to Section 7 hereof and except as to the extent provided in Section 6 9 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities Underwriter hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time date hereof and as of Sale the Closing Date and the each Option Closing Date, to if any, as if they had been made on and as of the Closing Date or each Option Closing Date, as the case may be; the accuracy on and as of the Closing Date or Option Closing Date, if any, of the statements of officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; and the performance by the Company on and the Guarantor at or prior to the Closing Date as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and each Option Closing Date, if any, of its covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 5:00 p.m., New York City time, on the Reviewing Authority under date prior to the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or the Guarantor pursuant to Rule 433(d) under the ActUnderwriter, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and, at Closing Date and each Option Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriter's Counsel. If the Company has elected to rely upon Rule 430A of the Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Underwriter of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Regulations. (b) At the Closing Date, each The Underwriter shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact which, in the Underwriter's opinion, is material, or omit omits to state a fact which, in the Underwriter's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Underwriter's reasonable opinion, is material, or omits to state a fact which, in the Underwriter's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (hc) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, the Underwriter shall have received from Underwriter's Counsel such opinion or opinions with respect to the organization of the Company, the validity of the Registered Securities, the Registration Statement, the Prospectus and other related matters as the Underwriter may request and Underwriter's Counsel shall have received from the Company such termination papers and information as they request to enable them to pass upon such matters. (d) At the Closing Date, the Underwriter shall be without liability have received the favorable opinion of Xxxxxx Xxxxxx Xxxxxx & Xxxx, P.C. ("PDR&H"), counsel to the Company, dated the Closing Date, addressed to the Underwriter and in form and substance satisfactory to Underwriter's Counsel, to the effect that: (i) the Company (A) has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, (B) is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, and (C) to the best of such counsel's knowledge, has all requisite corporate power and authority and has obtained any and all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies (including, without limitation, those having jurisdiction over environmental or similar matters), to own or lease its properties and conduct its business as described in the Prospectus. (ii) except as described in the Prospectus, and to the best of such counsel's knowledge after reasonable investigation, the Company does not own an interest in any corporation, limited liability company, partnership, joint venture, trust or other business entity; (iii) the Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus, and any amendment or supplement thereto, under "Capitalization" and "Description of Capital Stock," and to the knowledge of such counsel, the Company is not a party to or bound by any instrument, agreement or other party arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except as provided in Section 6 hereof. Notwithstanding any such terminationfor this Agreement, the provisions of Sections 1Underwriter's Warrant Agreement, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain as described in effect.the Prospectus. The

Conditions of the Underwriters’ Obligations. The obligations of the ------------------------------------------- Underwriters to purchase the Securities hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained Selling Stockholders herein as of the Time date hereof and as of Sale the Closing Date and the Option Closing Date, to if any, as if they had been or have made on and as of the Closing Date or Option Closing Date, as the case may be; the accuracy on and as of the Closing Date or Option Closing Date, if any, of the statements of officers of the Company and the Guarantor (where applicable) made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; and the performance by the Company and the Guarantor at or prior to the Closing Date Selling Stockholders on and as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and Option Closing Date, if any, of its covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 12:00 noon, New York time, on the Reviewing Authority under the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or Representative, and, at the Guarantor pursuant to Rule 433(d) under the ActClosing Date and Option Closing Date, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriter's Counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Common Stock and Preferred Stock to be sold hereunder and any price related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period and, prior to the Closing Date, the Company shall have provided evidence satisfactory to the Representative of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each Underwriter The Representative shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact which, in the Underwriter's reasonable opinion, is material, or omit omits to state a fact which, in the Representative's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Representative's reasonable opinion, is material, or omits to state a fact which, in the Representative's reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, . (2c) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at On or prior to each of the Closing Date and (4) Option Closing Date, if any, the other representations and warranties Representative shall have received from Underwriters' Counsel, such opinion or opinions with respect to the organization of the Company or Company, the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as validity of the Closing DateSecurities, the Registration Statement, the Prospectus and other related matters as the Representative may request, and Underwriters' Counsel shall have received from the Company such papers and information as they request to enable them to pass upon such matters. (hd) On the date hereof and at At the Closing Date, the Underwriters shall have received from KPMG LLP a letterthe favorable opinion of Xxxx & Priest, LLP, New York, New York, special counsel to the Company, dated the Closing Date, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative and Underwriters' Counsel to the effect that: (i) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. Each subsidiary of the Company listed in Exhibit 21 to the Registration Statement (the "Subsidiaries") has been duly incorporated or formed and is existing and in good standing under the laws of the jurisdiction of its incorporation or organization. The Company and the Subsidiaries are duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (owned, containing leased or licensed) or the nature of its business makes such qualification necessary except for such jurisdictions where the failure to so qualify would not have a material adverse effect on the assets or properties, business, results of operations or financial condition of the Company or its subsidiaries, taken as a consolidated whole. To our knowledge, the Company has no subsidiaries other than those identified in the Registration Statement, and the Company does not control, directly or indirectly, any corporation, partnership, joint venture, association or other business organization which is material to the Business other than as described in the Registration Statement and the Prospectus. The Company and the Subsidiaries have all requisite corporate power and authority to own, lease and license its assets and properties and conduct its businesses as now being conducted and as described in the Registration Statement and the Prospectus; and the Company has all such corporate power and authority, and such authorizations, approvals, consents, orders, licenses, certificates and permits as may be necessary to enter into, deliver and perform this Agreement and the Representative's Warrant Agreement, and to issue and sell the Securities (except as may be required under the Securities Act and state and foreign Blue Sky laws) under the terms hereof and thereof and to consummate the transactions provided for herein and therein; (ii) Prior to the issuance of Securities in accordance with this Agreement, the Company had an authorized and outstanding capital stock as set forth under the caption "Capitalization" in the Registration Statement and the Prospectus. All of the outstanding shares of Common Stock have been duly and validly issued and are fully paid and nonassessable and, to such counsel's knowledge, none of them was issued in violation of any preemptive or other similar right (except for any such right emanating from the Company's Certificate of Incorporation or By-laws, for which no knowledge criteria applies). The Securities, when issued (in the case of the Securities to be sold by the Company) and sold pursuant to this Agreement and the Representative's Warrant Agreement, will be duly and validly issued, fully paid and nonassessable, and, to such counsel's knowledge, none of them will be issued in violation of any preemptive or other similar right (except for any such right emanating from the Company's Certificate of Incorporation or By-laws, for which no knowledge criteria applies). Except as disclosed in the Registration Statement and the Prospectus, to such counsel's knowledge, there is no outstanding option, warrant or other right calling for the issuance of, and no commitment, plan or arrangement to issue, any share of Preferred Stock or Common Stock of the Company or any security convertible into, or exercisable or exchangeable for, such Preferred Stock or Common Stock. The Securities conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. The Representative's Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby; (iii) To such counsel's knowledge, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement, other than the Selling Stockholders as identified in the Registration Statement and the Prospectus; (iv) this Agreement and the Representative's Warrant Agreement have been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties thereto, constitute and will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (A) as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles and (B) to the extent that rights to indemnity or contribution under this Agreement may be limited by Federal and state securities laws or the public policy underlying such laws. (v) No transfer tax or duty is payable (on the assumption that the laws of New York are applicable to such transactions) by or on behalf of the Underwriters in connection with (A) the issuance by the Company of the Securities, (B) the purchase by the Underwriters of the Securities from the Company, (C) the consummation by the Company of any of its obligations under this Agreement, or (D) resales of the Securities in connection with the distribution contemplated hereby; (vi) to such counsel's knowledge, each of the Company and the Subsidiaries is not in violation of any term or provision of its charter or by-laws; (vii) neither the execution, delivery and performance of this Agreement or the Representative's Warrant Agreement by the Company nor the consummation of any of the transactions contemplated hereby and thereby (including, without limitation, the issuance and sale by the Company of the Securities) will give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or require any consent or waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company and its subsidiaries pursuant to the terms of, (i) to such counsel's knowledge, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its properties or businesses is bound, (ii) any term or provision of its charter or by-laws or (iii) any statute, rule or regulation or, to such counsel's knowledge, any franchise, license, permit, judgment, decree or order, in any such case where termination, acceleration, conflict, breach, default, event of default, lien, charge, encumbrance, whether or not asserted or imposed, would have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a consolidated whole; (viii) except as disclosed in the Registration Statement and the Prospectus, to such counsel's knowledge, there are no pending or threatened actions, suits or proceedings (governmental or otherwise) against or affecting the Company, any of the Subsidiaries or any of their respective properties that, if determined adversely to the Company or any of the Subsidiaries, could individually or in the aggregate have a material adverse effect on the financial condition or business, properties, net worth or results of operations of the Company and the Subsidiaries taken as a consolidated whole, or would materially and adversely affect the ability of the Company or any of the Subsidiaries to perform their respective obligations under this Agreement, or which are otherwise required to be disclosed in the Prospectus under the Rules and Regulations; (ix) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement and the Prospectus (other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the type ordinarily included Act and the respective rules thereunder; (x) the Company is not a Passive Foreign Investment Company ("PFIC") within the meaning of Section 1296 of the United States Internal Revenue Code of 1986, as amended; (xi) the statements in accountant’s “comfort letters” the prospectus under "Business - Partnership Offerings"; "Certain Transactions"; "Description of Capital Stock"; "Shares Eligible For Future Sale"; and "Certain Federal Income Tax Considerations" insofar as such statements constitute a summary of documents referred to underwriters therein or matters of law, are, in all material respects, accurate summaries of the material provisions thereof and accurately present the information required with respect to such documents and matters. To such counsel's knowledge, all contracts and other documents required to be filed as exhibits to, or described in, the Registration Statement have been so filed with the Commission or are described as required in the Registration Statement, as the case may be. To the extent deemed advisable by such counsel, they may rely as to matters of fact on certificates of responsible officers of the Company and public officials. Copies of such certificates shall be furnished to the Representative and counsel for the Underwriters. In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the Representative and representatives of the independent certified public accountants of the Company, at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus (except as specified in the foregoing opinion), on the basis of the foregoing no facts have come to the attention of such counsel which have caused such counsel to believe that the Registration Statement at the time it became effective and at each Closing Date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as of its date and at each Closing Date contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need not express any belief with respect to the financial statements and certain schedules and other financial information contained or statistical data included in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company Registration Statement or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein containedProspectus). (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase Securities at the Securities shall be Closing Time or on each Option Closing Time, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company hereunder on the date hereof and the Guarantor contained herein as of the Time of Sale and at the Closing DateTime and on each Option Closing Time, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereofas applicable, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective its obligations hereunder that are required to be performed at or prior to the Closing Date and to the satisfaction of the following additional conditionsfurther conditions at the Closing Time or on each Option Closing Time, as applicable: (a) The Company shall furnish to the Underwriters at the Closing Time and at each Option Closing Time (iif applicable) an opinion and negative assurance letter of Freshfields Bruckhaus Dxxxxxxx US LLP, counsel for the Company, addressed to the Underwriters and dated the Closing Time or the applicable Option Closing Time, as the case may be, and in form and substance reasonably satisfactory to the Representative. (b) On the date of this Agreement and at the Closing Time and at each Option Closing Time (if applicable), the Representative shall have received from PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft a comfort letter addressed to the Representative and dated the respective dates of delivery thereof and in form and substance reasonably satisfactory to the Representative. (c) The Canadian Final Prospectus Representative shall have been filed with received at the Reviewing Authority under Closing Time and at each Option Closing Time (if applicable) an opinion and negative assurance letter of O’Melveny & Mxxxx LLP, addressed to the Shelf Procedures Representative and dated the Closing Time or the applicable Option Closing Time, as the case may be, and in form and substance reasonably satisfactory to the Representative. (iid) the U.S. Final The Prospectus shall have been filed with the Commission pursuant to General Instruction II.L Rule 424(b) under the Securities Act at or before 5:30 p.m., New York City time, on the second full business day after the date of Form F-10; this Agreement (or such earlier time as may be required under the final term sheet contemplated by Section 5(bSecurities Act). (e) hereof, and any other material Any Rule 462(b) Registration Statement required to be filed by prior to the Company or sale of the Guarantor pursuant to Rule 433(d) Securities under the Act, Securities Act shall have been filed on the date hereof and shall have become automatically effective upon such filing. (f) No amendment or supplement to the Registration Statement, the Prospectus or any document in the Disclosure Package shall have been filed to which the Underwriters shall have reasonably objected in writing; provided that the foregoing shall not apply to any document filed with the Commission within which is incorporated by reference into the applicable time periods prescribed for such filings by Rule 433; Registration Statement, Prospectus or any document in the Disclosure Package. (g) Prior to the Closing Time and each Option Closing Time, (i) no stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Prospectus or any prospectus relating to document in the Securities or of any notice objecting to its use Disclosure Package shall have been issued issued, and no proceedings for that such purpose shall have been instituted or initiated or, to the Company’s knowledge, threatened by the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as and no suspension of the Closing Datequalification of the Securities for offering or sale in any jurisdiction, with respect to such customary matters as or the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have reliedinitiation or, to the extent they deem properCompany’s knowledge, upon certificates threatening of officers any proceedings for any of such purposes, has occurred; (ii) all requests for additional information on the part of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter Commission shall have received been complied with; (iii) the Registration Statement shall not contain an untrue statement of a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for material fact or omit to state a material fact required to be stated therein or necessary to make the Underwriters, dated as of statements therein not misleading; (iv) the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company Prospectus and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter Disclosure Package shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3v) the Company shall not have become the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. (h) Between the time of execution of this Agreement and the Closing Time or the Guarantorrelevant Option Closing Time, (i) there shall not have occurred and then shall not exist any material event or material condition that is unfavorable to the Company and not described in the Prospectus and Disclosure Package; and (ii) no transaction which is material and unfavorable to the Company shall have been entered into by the Company or any of the Subsidiaries, in the case of each of clauses (i) through (ii) above, which in the Representative’s sole judgment, makes it impracticable or inadvisable to proceed with the public offering of the Securities as contemplated by the Registration Statement. (i) The Company shall have submitted to Nasdaq a Notification of Listing of Additional Shares with respect to the Shares and Warrant Shares and Nasdaq shall not have objected thereto. (j) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms or other arrangements of the transactions contemplated hereby. (k) On or prior to the date hereof, the Representative shall have received lock-up agreements from the persons listed on Exhibit B hereto, and such letter agreements shall be in full force and effect. (l) The Company shall furnish to the Underwriters, at the Closing Time and at each Option Closing Time (if applicable), a certificate of its Chief Executive Officer or President and its Chief Financial Officer, dated the Closing Time or the applicable Option Closing Time, to the effect that to their knowledge: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on such date, except for those representations and warranties that speak solely as of a specific date and were true and correct as of such date, and the Company has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied by it under this Agreement at or prior to the Closing Date and Date; (4ii) no stop order suspending the other representations and warranties effectiveness of the Company Registration Statement or notice by the GuarantorCommission objecting to its use has been issued and no proceedings for that purpose have been instituted or, as applicableto the Company’s knowledge, threatened; and (iii) confirming to the effect set forth in Section 1(aparagraph (h) hereof are true and correct as though expressly made at and above. (m) The Company shall furnish to the Underwriters, as of the Closing Date. (h) On the date hereof and hereof, at the Closing DateTime and at each Option Closing Time (if applicable), a certificate of its Chief Executive Officer and Chief Financial Officer, dated the Underwriters shall have received from KPMG LLP a letterClosing Time or the applicable Option Closing Time, with respect to certain financial data contained in the Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect Representative. (n) The Company shall have furnished to the financial statements Underwriters and certain financial information contained counsel for the Underwriters such other information, documents, opinions and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Prospectus and the Disclosure Package, andthe representations, with respect to warranties and statements of the letter delivered on Company contained herein, and the performance by the Company of its covenants contained herein, and the fulfillment of any conditions contained herein, as of the Closing DateTime or any Option Closing Time, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for as the Underwriters shall have been furnished with all such documents, certificates and opinions as they or their counsel may reasonably request for request, and all proceedings taken by the purpose of enabling them to pass upon Company in connection with the issuance and sale of the Securities as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the matters referred to in Section 7(b) Representative and Section 7(c) and in order to evidence counsel for the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein containedUnderwriters. (ko) Prior On or prior to the Closing DateTime, the Securities Company shall have duly executed the warrant agreement pursuant to which the Offered Warrants will be eligible for clearance and settlement through DTCissued, in substantially the form attached hereto as Exhibit C. (p) On or prior to the Closing Time, the Company shall have terminated its equity line of credit. If any of the conditions condition specified in this Section 7 shall ‎Section 6 is not have been fulfilled satisfied when and as required by this Agreementto be satisfied, this Agreement may be terminated by the Underwriters on Representative by notice from the Representative to the Company at any time at on or prior to the Closing DateTime and, and such with respect to the Option Shares, at any time on or prior to the applicable Option Closing Time, which termination shall be without liability on the part of any party to any other party party, except as provided in Section 6 hereof. Notwithstanding any that ‎Sections 5, 7, ‎and 9 shall at all times be effective and shall survive such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase the Securities shall be Shares are subject to the accuracy accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of all representations and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale and the Closing Dateherein, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company of its agreements and the Guarantor at or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Prospectus If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have been filed with the Reviewing Authority under the Shelf Procedures and Prospectus (iior such amendment or supplement) the U.S. Final or such Issuer Free Writing Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; in the final term sheet contemplated by Section 5(bmanner and within the time period so required (without reliance on Rule 424(b)(8) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d164(b) under the Securities Act, ); the Registration Statement shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433remain effective; and no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereto, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any prospectus relating to the Securities or of any notice objecting to its use Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted initiated or threatened by threatened; any request of the CommissionCommission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction. (b) At On the Closing Date, each Underwriter the Shares shall have received a signed opinion been approved for listing on the NYSE MKT, subject to official notice of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersissuance. (c) At Prior to or on the Closing Date, each Underwriter FINRA shall have received a signed raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) On the Closing Date, there shall have been furnished to the Representative an opinion and a negative assurance letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, each dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) addressed to the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letterRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (e) On the date hereof, containing statements the Representative shall have received a letter from Xxxxxx LLP, addressed to the Representative and dated the date hereof, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm, of the type ordinarily included in accountant’s accountants’ “comfort letters” to underwriters underwriters, with respect to the financial statements information and certain other matters reasonably requested by the Representative. (f) On the Closing Date, the Representative shall have received a letter (the “Bring-down Letter”) from Xxxxxx LLP, addressed to the Representative and dated the Closing Date, confirming that, as of the date of such Bring-down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information contained is given in the Time of Sale Disclosure Package, andas of a date not more than five days prior to the date of such Bring-down Letter), the conclusions and findings of said firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Representative on the date hereof pursuant to paragraph (f) of this Section 6. (g) At the time of the execution of this Agreement and at the Closing Date or the applicable Option Closing Date, as the case may be, the Representative shall have received a certificate, addressed to the Representative and dated as of such date, of the Chief Financial Officer of the Company, in form and substance satisfactory to the Representatives, substantially to the effect set forth in Exhibit B hereto. (h) On the Closing Date, there shall have been furnished to the Canadian Final Prospectus Representative a certificate, dated the Closing Date and addressed to the Representative, signed by the chief executive officer of the Company and the U.S. Final Prospectus.principal financial or accounting officer of the Company, in their capacity as officers of the Company, to the effect that: (i) Subsequent The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereto, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and, to their knowledge, no proceeding for that purpose has been instituted or is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (i) On or before the date hereof, there the Representative shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible changereceived duly executed “lock-up” agreements, in the rating accorded any form attached hereto as Exhibit A, between the Representative and each of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereofexecutive officers and directors as set forth on Schedule IV. (j) At the Closing Date, counsel for the Underwriters The Company shall have been furnished with all to the Representative and its counsel such additional documents, certificates and opinions evidence as they the Representative or its counsel may have reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTCrequested. If any of the conditions condition specified in this Section 7 6 shall not have been fulfilled when and as required by this Agreementto be fulfilled, this Agreement may be terminated by the Underwriters on Representative by written notice to the Company at any time at or prior to the Closing DateDate specifying in reasonable detail the reason for such termination, and such termination shall be without liability of any party to any other party party, except as provided in that Section 6 hereof. Notwithstanding 5(a)(vii), Section 8 and Section 9 shall survive any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 termination and 22 hereof shall remain in full force and effect.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters under this Agreement are several and not joint. The respective obligations of the Underwriters to purchase the Securities shall be Shares are subject to the accuracy each of the representations following terms and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale and the Closing Date, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Notification that the Registration Statement has become effective shall have been received by the Representative; the Prospectus shall have been timely filed with the Reviewing Authority under Commission in accordance with Section 5(a) of this Agreement; the Shelf Procedures Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (iib) No order preventing or suspending the U.S. Final use of any Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to or shall be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; in effect and no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued be in effect and no proceedings for that such purpose shall have been instituted be pending before or threatened by the Commission. , and any requests for additional information on the part of the Commission (bto be included in the Registration Statement or the Prospectus or otherwise) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for been complied with to the Underwriters, dated as satisfaction of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario Commission and the federal laws of Canada applicable thereinRepresentative. If the Company has elected to rely upon Rule 430A, upon Rule 430A information previously omitted from the opinions of counsel effective Registration Statement pursuant to Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Underwriters of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and as declared effective in accordance with the requirements of Rule 430A. If the Company has elected to legal matters pertaining rely upon Rule 434, a term sheet shall have been transmitted to the Company and Commission for filing pursuant to Rule 424(b) within the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersprescribed time period. (c) At The Representative shall be satisfied that (i) the Closing Date, each Underwriter shall have received a signed opinion representations and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers warranties of the Company and the Selling Stockholders contained in this Agreement and in the certificates delivered pursuant to Section 4(d) shall be true and correct when made and on and as of each Closing Date as if made on such date; (ii) since the Effective Date, no event has occurred that should have been set forth in a supplement or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as amendment to the Communications Statutes Prospectus that has not been set forth in an effective supplement or amendment and related matters(iii) since the respective dates as of which information is given in the Registration Statement in the form in which it originally became effective and the Pricing Prospectus, there has not been any material adverse change or any development involving a prospective material adverse change in the business, properties, financial condition or results of operations of the Company, and since such dates, the Company has not entered into any material transaction not referred to in the Registration Statement in the form in which it originally became effective and the Pricing Prospectus. The Company and the Selling Stockholders shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by them at or before such Closing Date. (d) At The Representative shall have received on each Closing Date a certificate, addressed to the Representative and dated such Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company chief executive or chief operating officer and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers chief financial officer or chief accounting officer of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that (i) the signers representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and correct as of such certificate Closing Date; (ii) the Company has performed all covenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments theretothe Pricing Disclosure Package and, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: their opinion (1A) the Disclosure Package, as of the Time of SaleEffective Date, the Registration Statement did not contain an include any untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) as of the Applicable Time, the Pricing Disclosure Package did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (C) as of its date and the applicable Closing Date, the Prospectus did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (2D) there has not been, since the dates Effective Date no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement or the Prospectus which was not set forth and (iv) no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus has been issued and, to their knowledge, no proceedings for that purpose are pending or have been instituted or threatened by the Commission. (e) The Representative shall have received a certificate on each Closing Date signed by the Secretary of the Company to the effect that, as of which information is given in the Disclosure PackageClosing Date the Secretary certifies as to the accuracy of the Company’s Certificate of Incorporation and bylaws, the Canadian Final Prospectus resolutions of the Board of Directors relating to the offering contemplated hereby, the form of stock certificate representing the Shares, and copies of all communications with the U.S. Final ProspectusCommission; as to the execution and delivery of this Agreement; as to the incumbency and signature of persons signing this Agreement, a Material Adverse Change, (3) the Registration Statement and other related documents; as to the approval of the Company or Shares for listing on the Guarantor, Nasdaq Global Market; as applicable, has in all material respects complied to the Company’s compliance with all agreements and satisfied performance or satisfaction of all conditions required hereunder; as to be performed the consideration received for all outstanding shares of the Company’s Common Stock; and as to such other matters as Underwriters’ counsel may reasonably request. (f) The Representative shall have been furnished evidence in the usual written or satisfied by it under this Agreement at electronic form from the appropriate authorities of the several jurisdictions, or other evidence satisfactory to the Representative, of the good standing and qualifications of the Company. (g) The Representative shall have received, on the Effective Date and prior to the Closing Date and (4) time this Agreement is executed, on the other representations and warranties effective date of any post-effective amendment to the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On Registration Statement filed subsequent to the date hereof of this Agreement and at the on each Closing Date, a signed letter from KPMG, LLP addressed to the Underwriters shall have received from KPMG LLP a letterRepresentative and dated, respectively, the date of this Agreement and each such Closing Date, in form and substance reasonably satisfactory to the Underwriters, Representative containing statements and information of the type ordinarily included in accountant’s accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure PackageRegistration Statement, andthe Pricing Prospectus and the Prospectus. (h) The Representative shall have received a copy of a letter from KPMG, LLP addressed to the Company, stating that their review of the Company’s internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company’s financial statements filed with the Registration Statement, the Pricing Prospectus and the Prospectus, did not disclose any weakness in internal controls that they considered to be material weaknesses. (i) The Representative shall have received on each Closing Date from Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP, counsel for the Company, an opinion, addressed to the Representative and dated such Closing Date, subtantially in the form of Exhibit D attached hereto. (j) The Representative shall have received on each Closing Date from Xxxxxx & Xxxxxx LLP, counsel for Perseus ENRG Investments, L.L.C., an opinion, addressed to the Representative and dated such Closing Date, and stating in effect that: (i) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (ii) Each of the Custody Agreement, the Power of Attorney and the Lock-up Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (iii) This Agreement, the Custody Agreement, the Power of Attorney and the Lock-Up Agreement each constitute the legal, valid and binding obligation of such Selling Stockholder enforceable against such Selling Stockholder in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (iv) Such Selling Stockholder has the legal right, power and authority to enter into this Agreement and to sell, transfer and deliver in the manner provided in this Agreement, the Shares to be sold by such Selling Stockholder hereunder. (k) The Representative shall have received on each Closing Date from Xxxxx Xxxxxxx in-house counsel for Westport Innovations, Inc., an opinion, addressed to the Representative and dated such Closing Date, and stating in effect that: (i) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (ii) Each of the Custody Agreement, the Power of Attorney and the Lock-up Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (iii) This Agreement, the Custody Agreement, the Power of Attorney and the Lock-Up Agreement each constitute the legal, valid and binding obligation of such Selling Stockholder enforceable against such Selling Stockholder in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (iv) Such Selling Stockholder has the legal right, power and authority to enter into this Agreement and to sell, transfer and deliver in the manner provided in this Agreement, the Shares to be sold by such Selling Stockholder hereunder. (l) The Representative shall have received on each Closing Date from Fulbright & Xxxxxxxx in-house counsel for Xxxx X. Xxxxxx, an opinion, addressed to the Representative and dated such Closing Date, and stating in effect that: (i) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (ii) Each of the Custody Agreement, the Power of Attorney and the Lock-up Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (iii) This Agreement, the Custody Agreement, the Power of Attorney and the Lock-Up Agreement each constitute the legal, valid and binding obligation of such Selling Stockholder enforceable against such Selling Stockholder in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (iv) Such Selling Stockholder has the legal right, power and authority to enter into this Agreement and to sell, transfer and deliver in the manner provided in this Agreement, the Shares to be sold by such Selling Stockholder hereunder. (m) The Representative shall have received on each Closing Date from Xxxxxx LLP, counsel for the Selling Stockholders who are residents of the State of California (the “California Selling Stockholders”), an opinion, addressed to the Representative and dated such Closing Date, and stating in effect that: (i) This Agreement has been duly authorized, executed and delivered by or on behalf of each California Selling Stockholder. (ii) Each of the Custody Agreement, the Power of Attorney and the Lock-up Agreement has been duly authorized, executed and delivered by each California Selling Stockholder. (iii) This Agreement, the Custody Agreement, the Power of Attorney and the Lock-Up Agreement each constitute the legal, valid and binding obligation of each California Selling Stockholder enforceable against each California Selling Stockholder in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (iv) Each California Selling Stockholder has the legal right, power and authority to enter into this Agreement and to sell, transfer and deliver in the manner provided in this Agreement, the Shares to be sold by such California Selling Stockholder hereunder, provided no opinion shall be given concerning compliance with securities or “Blue Sky” laws of any State other than the State of California in connection with the offer or sale of the Shares. (n) The Representative shall have received on each Closing Date from Xxxxxx and Xxxxx, LLP, counsel for the Selling Stockholders who are residents of the State of Texas (the “Texas Selling Stockholders”), an opinion, addressed to the Representative and dated such Closing Date, and stating in effect that: (i) This Agreement has been duly authorized, executed and delivered by or on behalf of each Texas Selling Stockholder. (ii) Each of the Custody Agreement, the Power of Attorney and the Lock-up Agreement has been duly authorized, executed and delivered by each Texas Selling Stockholder. (iii) This Agreement, the Custody Agreement, the Power of Attorney and the Lock-Up Agreement each constitute the legal, valid and binding obligation of each Selling Stockholder enforceable against each Texas Selling Stockholder in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (iv) Each Texas Selling Stockholder has the legal right, power and authority to enter into this Agreement and to sell, transfer and deliver in the manner provided in this Agreement, the Shares to be sold by such Texas Selling Stockholder hereunder. (o) The Shares shall have been approved for listing on the Nasdaq Global Market, subject only to official notice of issuance. (p) The Company and each Selling Stockholder shall have furnished or caused to be furnished to the Representative such further certificates or documents as the Representative shall have reasonably requested. (q) The Representative shall have received from Xxxxx Xxxxx L.L.P., counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to the letter delivered on issuance of the Closing DateCompany Shares, the Canadian Final sale of the Shares, the Registration Statement, the Prospectus and the U.S. Final Prospectus. (i) Subsequent to Pricing Disclosure Package and other related matters as the Time of Sale Representative may reasonably require, and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters Company shall have been furnished with all to such documents, certificates and opinions counsel such documents as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein containedsuch matters. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters each Underwriter to purchase and pay for the Securities shall be Offered Shares that it has agreed to purchase hereunder on the Closing Date, and to purchase and pay for any Optional Shares as to which it exercises its right to purchase under Section 4 on any Option Closing Date, is subject at the date hereof, the Closing Date and any Option Closing Date to the continuing accuracy of the respective representations and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale and the Closing Date, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereofSelling Stockholders set forth herein, to the performance by the Company and by the Guarantor at or prior to the Closing Date Selling Stockholders of their respective covenants and obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditionsconditions precedent: (a) (i) The Canadian Final Registration Statement shall have become effective not later than 5:30 p.m., New York time, on the date of this Agreement, or at such later time or on such later date as the Representatives may agree to in writing; if required by the Regulations, the Prospectus shall have been filed with the Reviewing Authority under the Shelf Procedures and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor SEC pursuant to Rule 433(d424(b) under of the Act, shall have been filed with the Commission Regulations within the applicable time periods period prescribed for such filings filing by Rule 433the Regulations and in accordance with subsection (a) of Section 5 hereof; and on or prior to the Closing Date or any Option Closing Date, as the case may be, no stop order or other order preventing or suspending the effectiveness of the Registration Statement or the use sale of any prospectus relating to of the Securities or of any notice objecting to its use Shares shall have been issued under the Act or any state securities law and no proceedings for that purpose shall have been instituted initiated or threatened shall be pending or, to the Representatives' knowledge or the knowledge of the Company, shall be contemplated by the CommissionSEC and any request on the part of the SEC for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. (b) At All corporate proceedings and other matters incident to the Closing Dateauthorization, each Underwriter form and validity of this Agreement, the Shares and the form of the Registration Statement and the Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be satisfactory in all respects to counsel to the Underwriters; the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters; and the Representatives shall have received a signed opinion of Oslerfrom the Underwriters' counsel, Xxxxxx Duane, Morris & Harcourt Heckscher LLP, Canadian counsel for the Underwritersa favorable opinion, dated as of the Closing Date and any Option Closing Date, as the case may be, and addressed to the Representatives individually and as the Representatives of the several Underwriters with respect to such customary matters as the Underwriters may reasonably require. In giving such opiniondue authorization, such counsel may relyexecution and delivery of this Agreement, as to all matters governed that the issuance and sale of the Shares have been duly authorized by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon Selling Stockholders, that when the Offered Shares have been duly delivered against payment therefor as contemplated by this Agreement, they will be validly issued, fully paid and nonassessable and that the Registration Statement has become effective under the Act. (c) The NASD shall have indicated that it has no objection to the underwriting arrangements pertaining to the sale of any of the Shares. (d) The Representatives shall have received copies of the lock- up agreements described in subsection (x) of Section 5(a) and subsection (i) of Section 5(b) signed by those persons set forth on Schedule II annexed hereto. (e) On the Closing Date and any Option Closing Date, there shall have been delivered to the Representatives a signed opinion of Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP, counsel for the Company ("Company Counsel"), dated as of each such date and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, addressed to the extent they deem properRepresentatives individually and as the Representatives of the several Underwriters to the effect that: (i) The Company has been incorporated and is validly existing and in good standing under the laws of Maryland, upon certificates with corporate power and authority to own or lease and operate its properties and to conduct its business as described in the Prospectus and to execute, deliver and perform this Agreement. To the knowledge of officers Company Counsel, the Company does not own any stock or other equity interest in any corporation, partnership or other entity other than the Subsidiaries. (ii) Each Subsidiary has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to own or lease its properties and conduct its business as described in the Prospectus. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The execution, delivery and performance of this Agreement by the Company does not and will not, with or without the giving of notice or the lapse of time, or both, (A) conflict with any terms or provisions of the Charter or By-laws, as amended to the date hereof of each of the Company or the Guarantor and Subsidiaries; (B) to Company Counsel's knowledge result in a material breach of, or constitute a default under, result in the termination or modification of or result in the creation or imposition of any lien, security interest, charge or encumbrance upon certificates any of public officials. Such counsel may further state that they express no opinion as the material properties of the Company or any Subsidiary pursuant to, any material indenture, mortgage, deed of trust, contract, commitment or other agreement or instrument, known to Company Counsel, to which the Company or any Subsidiary is a party or by which any of the material properties or assets of the Company or any Subsidiary is bound or subject or (C) violate any law, rule or regulation applicable to the Communications Statutes and related mattersCompany or any Subsidiary, or to Company Counsel's knowledge violate any judgment, order or decree, of any government or governmental agency, instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of the material properties of the Company or any Subsidiary. (cv) At The Company has the authorized and outstanding capitalization as set forth in the Prospectus. To the knowledge of Company Counsel there are no options or warrants for the purchase of, other outstanding rights to purchase, agreements or obligations to issue or agreements or other rights to convert or exchange any obligation or security into, capital stock of the Company or securities convertible into or exchangeable for capital stock of the Company, except as described in the Registration Statement or the Prospectus. (vi) The Common Shares outstanding immediately prior to the Closing Date, each Underwriter shall including the Common Shares to be sold by the Selling Stockholders, have received been duly authorized and are validly issued, fully paid and nonassessable; the Employee Options have been duly authorized and validly issued; the Common Shares issuable pursuant to the Employee Options, when issued in accordance with the respective terms thereof, will be duly authorized and validly issued, fully- paid and nonassessable; the Company has reserved a signed opinion sufficient number of Common Shares for issuance pursuant to the Employee Options, and letter none of Skaddensuch outstanding Common Shares or Employee Options are, Arpsand none of such issuable Common Shares will be, Slateissued in violation of any preemptive rights, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as known to Company Counsel of any security holder of the Closing DateCompany that have not been waived. (vii) All of the issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, and, to the knowledge of Company Counsel, are owned beneficially by the Company free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements, voting trusts, equities or claims of any nature whatsoever except as provided under the Loan Documents. (viii) The issuance and sale of the Shares by the Company have been duly authorized and, when the Shares have been duly delivered against payment therefor as contemplated by this Agreement, the Shares will be validly issued, fully paid and nonassessable. None of the Shares issued by the Company will be issued in violation of any preemptive rights of any stockholder of the Company pursuant to the Charter or By-laws, as amended to the date hereof, of the Company and, to the knowledge of Company Counsel, there are no contractual preemptive rights that have not been waived that exist with respect to such customary matters as the Underwriters may reasonably requireShares. Such counsel may state thatThe certificates representing the Shares are in proper legal form under, insofar as such opinion involves factual matters, they have relied, and conform in all material respects to the extent they deem properrequirements of, upon certificates the MGCL. Neither the filing of officers the Registration Statement nor the offering or sale of the Shares as contemplated by this Agreement gives any security holder of the Company any rights, other than those which have been waived and those of the Selling Stockholders, for or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as relating to the Communications Statutes registration of any Common Shares and related mattersthere are no contracts, agreements or understandings known to such counsel between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person. (dix) At No consent, approval, authorization, order, registration, license or permit of any court, government, governmental agency, instrumentality or other regulatory body or official is required for the Closing Datevalid authorization, each Underwriter issuance, sale and delivery by the Company of any of the Shares or for the execution, delivery or performance by the Company of this Agreement, except such as may be required for the registration of the Shares under the Act, the Regulations or the Exchange Act, or for compliance with the applicable state securities or Blue Sky laws, or the By- laws, rules and other pronouncements of the NASD as to which no opinion shall have received be required. (x) To Company Counsel's knowledge except as disclosed in the Registration Statement there are no material claims, actions, suits, proceedings, arbitrations, investigations or inquiries pending before, or threatened or contemplated by, any governmental agency, instrumentality, court or tribunal, domestic or foreign, or before any private arbitration tribunal, to which the Company is a signed opinion and letter party or is threatened to be made a party that, if determined adversely to the Company, would, in any case or in the aggregate, result in any material adverse change in the general affairs, material properties, condition (financial or otherwise), results of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLPoperations, Canadian counsel for stockholders' equity or business of the Company and the GuarantorSubsidiaries. (xi) The Registration Statement has become effective under the Act, dated as of the Closing Effective Date, in a form and and, to Company Counsel's knowledge, the SEC has not issued any stop order suspending the effectiveness of the Registration Statement, nor has the SEC instituted or threatened to institute proceedings with respect to any such customary matters order. Any and all filings required to be made by Rule 424 and Rule 430A under the Act have been made. (xii) The Registration Statement and the Prospectus, as may be reasonably satisfactory to of the Underwriters. In giving such opinionEffective Date, such counsel may relyand each amendment or supplement thereto as of its effective or issue date (except for the financial statements and notes thereto, and related schedules, and other financial, statistical, technical or scientific information, included therein or omitted therefrom, as to which Company Counsel need not express an opinion) comply as to form in all matters governed by material respects with the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers requirements of the Company or the Guarantor Act and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersRegulations. (exiii) At Assuming application of the Closing Datenet proceeds of the offering in accordance with the Prospectus, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company is not, and the Guarantor, dated will not be as a result of the Closing Dateconsummation of the transactions contemplated by this Agreement, in an "investment company" or a form and with respect to such customary matters as may be reasonably satisfactory company "controlled" by an "investment company" within the meaning of the 1940 Act. In addition to the Underwriters. Such counsel may state thatmatters set forth above, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received also include a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, statement to the effect that while Company Counsel has participated in the signers preparation of the Registration Statement and the Prospectus, including reviews and discussions of the contents thereof, and while such Counsel has no particular expertise and is not expressing any view with respect to the financial statements and notes thereto and related schedules and the other financial, statistical, technical and scientific information contained in the Prospectus, and is not passing upon the accuracy or completeness of the statements contained in the Registration Statement or the Prospectus, other than those specifically referred to in clause (v) of this subsection (e) of this Section 7, in the course of such certificate reviews and discussions, no facts came to its attention that would cause it to have examined reason to believe that (A) the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and Statement or any supplements or amendments post-effective amendment thereto, as well as each electronic road show used in connection with on the offering of date it became effective and on the Securities, Closing Date or the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure PackageOption Closing Date, as of the Time of Salecase may be, did not contain an contained any untrue statement of a material fact or omit to state a omitted any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that (B) the Prospectus on the Effective Date, on the date it was filed pursuant to Rule 424(b) and on the Closing Date or Option Closing Date, as the case may be, contained any untrue statement of material fact or omitted any material fact necessary to make the statements therein, in light of the circumstances under which made, not misleading. (xv) Nothing has come to the attention of Company Counsel that causes it to believe that each of the Company and the Subsidiaries does not have sufficient licenses, permits, certifications, registrations, approvals, consents and franchises (2collectively, "Permits") there has not been, since the dates required to conduct its business as of which information is given described in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Daterespects. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase Underwriter and the Securities closing and sale of the Debentures as contemplated herein shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale date hereof, the Effective Date, and the each Closing Date, to the accuracy of the statements of the Company and the Guarantor Company's officers made in any certificates delivered to the Underwriters pursuant to the provisions hereof, or otherwise, to the performance by the Company of its covenants and the Guarantor at or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date agreements hereunder, and to the following additional conditions:. (a) (i) The Canadian Final Prospectus Registration Statement shall have become effective not later than 4:30 p.m. Minneapolis, Minnesota time on the date of this Agreement or such later time and date as shall have been filed with consented to by you (referred to herein as the Reviewing Authority "Effective Date") and all filings required by Rule 424 and/or Rule 430A under the Shelf Procedures and (ii) the U.S. Final Prospectus Act shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10timely made; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order orders suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened or shall be contemplated by the CommissionCommission or by any blue sky or state securities authority; and all requests of the Commission or blue sky or state securities authorities for additional information (to be included in the Registration Statement or Prospectus or a supplement thereto or otherwise) shall have been complied with to your satisfaction. (b) At the Closing Date, each Underwriter You shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and that the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company Registration Statement or the Guarantor and upon certificates Prospectus or any amendment or any supplement thereto contains an untrue statement of public officials. Such counsel may further material fact or omits to state that they express no opinion as a material fact which is required to be stated therein or is necessary to make the Communications Statutes and related mattersstatements therein not misleading. (c) At the Closing Date, each Underwriter You and your counsel shall have received a signed opinion been furnished with such documents and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated information as of the Closing Date, with respect to such customary matters as the Underwriters you or they may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersrequested. (d) At the Closing Date, each Underwriter You shall have received a signed the opinion and letter of Davies Xxxx Xxxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, Canadian Ltd., legal counsel for the Company and the GuarantorCompany, dated as of the each Closing Date, in a the form and with respect to such customary matters attached hereto as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters.Exhibit A. (e) At the time of execution of this Agreement and also at each Closing Date, each Underwriter you shall have received a signed opinion and letter of Cravathfrom Ernst & Young, Swaine & Xxxxx LLP, United States counsel a letter or letters, dated the date of delivery thereof, stating that they are independent public accountants with respect to the Company within the meaning of the Act and that: (i) In their opinion, the financial statements included in the Registration Statement and Prospectus and reported on therein by them comply as to form in all material respects with the applicable accounting requirements of the Act; (ii) On the basis of a limited review (but not an examination in accordance with generally accepted auditing standards) consisting of a reading of the unaudited financial statements included in the Registration Statement and Prospectus (if any) and the latest available interim financial statements of the Company subsequent thereto; a reading of the minutes of the board of directors and shareholders of the Company subsequent thereto; and inquiries of officials of the Company responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter and agreed upon by you, nothing has come to their attention that causes them to believe that: a) The unaudited financial statements included in the Registration Statement and Prospectus, if any, do not comply as to form in all material respects with the applicable accounting requirements of the Act or that such financial statements are not fairly presented in conformity with generally accepted accounting principles applied on a basis consistent with that of the audited financial statements included in the Registration Statement and Prospectus; b) As of a specified date not more than five days prior to the date of this Agreement or each Closing Date, as applicable, there have been any changes in the capital stock, increases in long term or short term debt, decreases in total accounts receivable, or total inventories of the Company or any increase in liabilities or decreases in net current assets or stockholders' equity of the Company, in each case, as compared with amounts shown in the most recent balance sheet included in the Prospectus except, in each case, for changes, decreases or increases, as appropriate, which the Prospectus discloses have occurred or may occur or which are described in such letter; and c) For the period from the date of the most recent balance sheet included therein to such specified date, there was any decrease, as compared with the corresponding period of the previous year, in net revenues or any decrease in income from operations or net income or in primary or fully- diluted per share amounts of net income except, in each case, for such decreases which the Prospectus discloses have occurred or may occur or which are described in such letter. (iii) In addition to the examination referred to in their report included in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in clause (ii) above, they have carried out certain specified procedures requested by you, not constituting an audit in accordance with generally accepted auditing standards with respect to certain amounts, percentages and other financial information which are derived from the accounting records and other financial and statistical data of the Company which appear in the Prospectus and which are specified by you and have compared certain of such amounts, percentages and financial information with the accounting records and other appropriate data of the Company and have found them to be in agreement. In the Guarantorevent that the letters to be delivered pursuant to this subparagraph (e) shall set forth any changes, dated as of increases or decreases, it shall be a further condition to the Closing DateUnderwriter's obligation that you, in a form and your sole discretion, shall have determined, after discussion with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company responsible for financial and accounting matters and with Ernst & Xxxxx, LLP, that such changes, increases or decreases as set forth in such letters do not reflect a material adverse change in the capital stock, short-term or long-term debt, net assets, net current assets, total accounts receivable, total inventories or stockholders' equity of the Company as compared with the amount shown in the most recent balance sheet of the Company included in the Prospectus or material adverse change in revenues or the Guarantor and upon certificates total or per share amounts of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersnet income (loss). (f) At the On each Closing Date, the Underwriters you shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatorycertificate, dated as such date, of the Closing Date, in form President and substance satisfactory to the Underwriters and counsel for Chief Financial Officer of the Underwriters, Company to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers that: (i) The representations and warranties of the Company in this Agreement are true and correct as if made on and as of such date and the Company has performed all obligations and satisfied all conditions on its part to be performed or the Guarantor and upon certificates of public officials.satisfied at or prior to such date; (gii) At The Commission has not issued any order suspending the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents effectiveness of the Company Registration Statement and any Vice President of no proceedings for that purpose have been instituted or are pending or threatened under the GuarantorAct; (iii) The Registration Statement and the Prospectus and, in if any, each case dated as of the Closing Date, amendment and each supplement thereto contain all statements and information required to the effect that the signers of such certificate have examined be included therein and neither the Registration Statement, Statement nor the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and nor any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an amendment nor any supplement thereto includes any untrue statement of a material fact or omit to state a misstates any material fact required to be stated therein or necessary to make the statements thereintherein not misleading and since the Effective Date, in light of the circumstances under which they were made, not misleading, (2) there has occurred no event required to be set forth in an amendment to the Registration Statement or supplement to the Prospectus which has not been, since been so set forth. (iv) Subsequent to the respective dates as of which information is given in the Disclosure Package, the Canadian Final Registration Statement and Prospectus and prior to the U.S. Final date of such certificate, and except as set forth or contemplated in the Registration Statement or the Prospectus: (A) the Company has not incurred, a Material Adverse Changeexcept in the ordinary course of business, any lease obligations or any direct or contingent liabilities or commitments, (3B) the Company has not entered into any transaction other than in the ordinary course of business, (C) the Company has not paid or declared any dividends or other distributions on its capital stock, (D) there has not been any change in the capital stock or any material adverse change, increase or decrease in the short-term or long-term debt, total accounts receivable, total inventories, net assets, net current assets or stockholders' equity of the Company or any material adverse change in or affecting the condition (financial or otherwise), business, key personnel, properties, assets, results of operations (present or prospective), or net worth of the Company and (E) no legal or governmental proceeding affecting the Company or the Guarantortransactions contemplated hereby has been instituted or threatened; (v) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the conduct of the business and operations of the Company has not, except as otherwise stated therein, been materially interfered with by strike, fire, flood, hurricane, accident, or other calamity (whether or not insured) or by any court, arbitrator or governmental action, order or decree and, except as otherwise expressly stated therein, the properties of the Company have not sustained any material loss or damage (whether or not insured) as a result of any such occurrence; and (vi) That Attachment A to this certificate is a complete and accurate description of all transactions between the Company and its Subsidiaries and their affiliates, and Attachment B is a complete and accurate description of all outstanding indebtedness of the Company and its Subsidiaries as of the date of this Agreement. (g) The Company shall have filed a Form 8(a) with the Commission and shall be registered under the Securities Exchange Act of 1934, as applicableamended. (h) The Underwriters shall have been paid the Underwriters' Commissions pursuant to Section 3 hereof and the Underwriters' expenses pursuant to Section 5(q) hereof. (i) The Debentures shall have been qualified for sale under the Blue Sky laws of such states and in such amounts as shall have been specified by the Underwriter. (j) Subsequent to the execution and delivery of this Agreement, there shall not have occurred: (i) Any change or development involving a prospective change in or affecting particularly the business or properties of the Company which in the judgment of the Managing Underwriters materially impairs the investment quality of the Debentures; (ii) Any suspension or limitation of trading in securities generally on the New York Stock Exchange, the American Stock Exchange, Nasdaq, or any setting of minimum prices for trading on either such exchange or on Nasdaq or any suspension of trading of any securities of the Company; (iii) Any banking moratorium; (iv) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Debentures; (v) Any material adverse change in existing financial, political or economic conditions in the United States or elsewhere which change, in your opinion, has in all material respects complied with all agreements materially and satisfied all conditions to be performed adversely affected the market for the Debentures or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties securities of the Company or the Guarantorprospects for the Company, its business or its properties; or (vi) Any substantial loss to the Company by strike, fire, flood, accident or other calamity of such a character as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as to interfere materially with the conduct of the Closing Date. (h) On business and operations of the date hereof and at the Closing Date, the Underwriters Company regardless of whether such loss shall have received from KPMG LLP a letterbeen insured. All such opinions, certificates, letters and documents shall be in compliance with the provisions hereof only if they are satisfactory in form and substance reasonably satisfactory to the Underwriters, containing statements you and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTCyour counsel. If any of the conditions specified in this Section 7 section shall not have been fulfilled when and as required by this Agreement, this Agreement and all obligations of the Underwriters hereunder may be terminated by the Underwriters on notice to the Company canceled at, or at any time at or prior to to, the applicable Closing Date, and Date by you. Any such termination cancellation shall be without liability of the Underwriters to the Company and shall be in writing or by telegraph or telephone and confirmed in writing. The Managing Underwriters may waive in writing the nonperformance by the Company of any party one or more of the foregoing conditions or extend the time for performance of such conditions. Each such waiver shall be applicable only to the item to which it relates and the closing to which it relates and no waiver or series of waivers shall be deemed to have waived any condition at any time other party except as provided in Section 6 hereof. Notwithstanding any such termination, than the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effectcondition at the time explicitly waived.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained Selling Stockholders herein as of the Time date hereof and as of Sale the Closing Date and the each Option Closing Date, if any, with respect to the Company and the Selling Stockholders, as the case may be, as if they had been made on and as of the Closing Date or each Option Closing Date, as the case may be; the accuracy on and as of the Closing Date or Option Closing Date, if any, of the statements of the officers of the Company and of the Guarantor Selling Stockholders made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; and the performance by the Company and the Guarantor at or prior to the Closing Date Selling Stockholders on and as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and each Option Closing Date, if any, of their respective covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 12:00 Noon, New York time, on the Reviewing Authority under the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or Representatives, and, at the Guarantor pursuant to Rule 433(d) under the ActClosing Date and each Option Closing Date, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriters' Counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to the Closing Date the Company shall have provided evidence satisfactory to the Representatives of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each Underwriter The Representatives shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact which, in the Representatives' opinion, is material, or omit omits to state a fact which, in the Representatives' opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Representatives' opinion, is material, or omits to state a fact which, in the Representatives' opinion, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, . (2c) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at On or prior to the Closing Date and (4) Date, the other representations and warranties Representatives shall have received from Underwriters' Counsel, such opinion or opinions with respect to the organization of the Company or Company, the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as validity of the Closing DateSecurities, the Representatives' Warrants, the Registration Statement, the Prospectus and other related matters as the Representatives may request and Underwriters' Counsel shall have received such papers and information as they request to enable them to pass upon such matters. (hd) On the date hereof and at the At Closing Date, the Underwriters shall have received from KPMG LLP a letterthe favorable opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to the Company, dated the Closing Date, addressed to the Underwriters and in form and substance reasonably satisfactory to Underwriters' Counsel, to the Underwriterseffect that: i) the Company (A) has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction, containing statements (B) is duly qualified and information licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, and (C) has all requisite corporate power and authority; and the Company has obtained any and all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies (including, without limitation, those having jurisdiction over environmental or similar matters), to own or lease its properties and conduct its business as described in the Prospectus; the Company is and has been doing business in material compliance with all such authorizations, approvals, orders, licenses, certificates, franchises and permits and all federal, state and local laws, rules and regulations; the Company has not received any notice of proceedings relating to the revocation or modification of any such authorization, approval, order, license, certificate, franchise, or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the business, operations, condition, financial or otherwise, or the earnings, business affairs, position, prospects, value, operation, properties, business or results of operations of the type ordinarily included Company. The disclosures in accountant’s “comfort letters” the Registration Statement concerning the effects of federal, state and local laws, rules and regulations on the Company's business as currently conducted and as contemplated are correct in all material respects and do not omit to underwriters state a fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made; ii) to the best of such counsel's knowledge, the Company does not own an interest in any other corporation, partnership, joint venture, trust or other business entity; iii) the Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus, and any amendment or supplement thereto, under "Capitalization" and "Description of Capital Stock," and the Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the Representatives' Warrant Agreement and as described in the Prospectus. The Securities, and all other securities issued or issuable by the Company conform in all material respects to all statements with respect to the financial statements and certain financial information thereto contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus Registration Statement and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale . All issued and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements outstanding securities of the Company or have been duly authorized and validly issued and are fully paid and non-assessable; the Guarantorholders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the performance preemptive rights of any of the agreements of the Company or the Guarantor, or the fulfillment holders of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.security

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities shall be Shares are subject to the accuracy on the date of this Underwriting Agreement, as of the Applicable Time and as of each of the Closing Times, of the representations and warranties on the part of the Company Fund and the Guarantor contained herein as of the Time of Sale and the Closing DateAdviser in this Underwriting Agreement, to the accuracy and completeness of all statements made by the statements Fund or the Adviser or any of the Company and the Guarantor made their respective officers in any certificates certificate delivered to the Underwriters Managing Representatives or their counsel pursuant to the provisions hereofthis Underwriting Agreement, to the performance by the Company Fund and the Guarantor at or prior to the Closing Date Adviser of their respective obligations hereunder that are required to be performed at or prior under this Underwriting Agreement and to the Closing Date and to satisfaction (or waiver in writing by the Managing Representatives on behalf of the Underwriters) of each of the following additional conditions: (a) (i) The Canadian Final Registration Statement must have become effective by 5:30 p.m., New York City time, on the date of this Underwriting Agreement or such later date and time as the Managing Representatives consent to in writing. The Prospectus shall must have been filed in accordance with the Reviewing Authority under the Shelf Procedures and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d424(b) under the Securities Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop . (b) No order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued may be in effect and no proceedings for that such purpose shall have been instituted may be pending before or, to the knowledge of the Fund, the Adviser or counsel to the Underwriters, threatened by the Commission. (b) At , and any requests for additional information on the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as part of the Closing Date, Commission (to be included in the Registration Statement or the Prospectus or otherwise) must be complied with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory or waived to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers reasonable satisfaction of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersManaging Representatives. (c) At Since the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated dates as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, which information is given in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Pricing Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure PackageProspectus, as of the Time date of Salethis Underwriting Agreement, did (i) there must not contain an have been any change in the Common Shares or any adverse change in the liabilities of the Fund except as set forth in or contemplated by the Pricing Prospectus or the Prospectus; (ii) there must not have been any adverse change in the condition (financial or otherwise), earnings, business affairs, business prospects, management, properties, net assets or results of operations, whether or not arising from transactions in the ordinary course of business, of the Fund or the Adviser as set forth in or contemplated by the Pricing Prospectus or the Prospectus; (iii) the Fund must not have sustained any loss or interference with its business from any court or from any legislative or other governmental action, order or decree, whether foreign or domestic, or from any other occurrence not described in the Registration Statement, the Pricing Prospectus and the Prospectus; and (iv) there must not have occurred any event that makes untrue or incorrect in any respect any statement of a material fact or omit to state a material fact necessary information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or any statement or information omitted in the Registration Statement, the Pricing Prospectus or the Prospectus that should be reflected therein in order to make the statements thereinor information therein (in the case of the Pricing Prospectus and the Prospectus, in light of the circumstances under which they were made), not misleadingmisleading in any material respect; if, in the judgment of the Managing Representatives, any such development referred to in clause (i), (2ii), (iii), or (iv) of this paragraph (c) is material and adverse so as to make it impracticable or inadvisable to consummate the sale and delivery of the Shares to the public on the terms and in the manner contemplated by the Pricing Prospectus. (d) The Managing Representatives must have received as of each Closing Time a certificate, dated such date, of the Chief Executive Officer, President, Managing Director or a Vice-President and the Controller, Treasurer, Assistant Treasurer, Chief Financial Officer or Chief Accounting Officer of each of the Fund and the Adviser certifying (in their capacity as such officers) that (i) the signers have carefully examined the Registration Statement, the Pricing Prospectus, the Prospectus and this Underwriting Agreement, (ii) the representations of the Fund (with respect to the certificates from such Fund officers), the representations of the Adviser (with respect to the certificates from such officers of the Adviser) in this Underwriting Agreement are accurate on and as of the date of the certificate, (iii) there has not beenbeen any material adverse change in the condition, since or any development involving a prospective material adverse change (financial or otherwise), earnings, business affairs, business prospects, management, property, net assets or results of operations of the dates Fund (with respect to the certificates from such Fund officers), the Adviser (with respect to the certificates from such officers of the Adviser), which change would materially and adversely affect the ability of the Fund or the Adviser, as the case may be, to fulfill its obligations under this Underwriting Agreement or the Investment Advisory Agreement (with respect to the certificates from such officers of the Adviser), whether or not arising from transactions in the ordinary course of business, (iv) with respect to the certificates from such officers of the Fund only, no order suspending the effectiveness of the Registration Statement, prohibiting the sale of any of the Shares or otherwise having a material adverse effect on the Fund has been issued and no proceedings for any such purpose are pending before or, to the knowledge of such officers after reasonable investigation, threatened by the Commission or any other regulatory body, whether foreign or domestic, (v) with respect to the certificates from such officers of the Adviser only, no order having a material adverse effect on the ability of the Adviser to fulfill its obligations under this Underwriting Agreement, the Fee Agreements or the Investment Advisory Agreement as the case may be, has been issued and no proceedings for any such purpose are pending before or, to the knowledge of such officers of the Adviser after reasonable investigation, threatened by the Commission or any other regulatory body, whether foreign or domestic, and (vi) each of the Fund (with respect to the certificates from such Fund officers) and the Adviser (with respect to the certificates from such officers of the Adviser) has performed all of its respective agreements that this Underwriting Agreement requires it to perform by such Closing Time (to the extent not waived in writing by the Managing Representatives). (e) The Managing Representatives must have received as of which information is given in each Closing Time the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and opinions dated as of the Closing Datedate thereof substantially in the form of Schedules B and C to this Underwriting Agreement from the counsel identified in each such Schedules. (hf) On The Managing Representatives must have received as of each Closing Time from Dechert LLP an opinion dated as of the date hereof and at thereof with respect to the Closing DateFund, the Underwriters shall Shares, the Registration Statement and the Prospectus and this Underwriting Agreement in a form reasonably satisfactory in all respects to the Managing Representatives. The Fund and Adviser must have furnished to such counsel such documents as counsel may reasonably request for the purpose of enabling them to render such opinion. (g) The Managing Representatives must have received on the date this Underwriting Agreement is signed and delivered by you a signed report from KPMG LLP a letterPWC, dated such date, and in form and substance reasonably satisfactory to the Underwriters, Managing Representatives containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters accountants’ reports with respect to the financial statements and certain financial information of the Fund contained in the Disclosure PackageRegistration Statement, andthe Preliminary Prospectus or the Prospectus. The Managing Representatives also must have received from PWC a report, with respect as of each Closing Time, dated as of the date thereof, in form and substance satisfactory to the letter delivered on Managing Representatives, to the effect that they reaffirm the statements made in the earlier report, except that the specified date referred to shall be a date not more than three business days prior to such Closing Date, the Canadian Final Prospectus and the U.S. Final ProspectusTime. (ih) Subsequent The Fund and the Adviser shall furnish to the Time of Sale Underwriters such further information, certificates and prior documents as the Underwriters may reasonably request. All opinions, letters, reports, evidence and certificates mentioned above or elsewhere in this Underwriting Agreement will comply only if they are in form and scope reasonably satisfactory to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all Underwriters, provided that any such documents, certificates and opinions as they may reasonably request for the purpose forms of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representationswhich are annexed hereto, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified deemed satisfactory to such counsel if substantially in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effectform.

Conditions of the Underwriters’ Obligations. I. The obligations of the Underwriters to purchase the Securities hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained Selling Stockholders herein as of the Time date hereof and as of Sale the Closing Date and the Option Closing Date, to if any, as if they had been made on and as of the Closing Date or the Option Closing Date, as the case may be; the accuracy on and as of the Closing Date or Option Closing Date, if any, of the statements of officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the Tucker, Anthony Incorporated Sutro & Co. Incorporated provisions hereof, to the performance herxxx; xxx xxx xxrformance by the Company and the Guarantor at or prior to the Closing Date Selling Stockholders on and as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and the Option Closing Date, if any, of its respective covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 5:00 p.m., Eastern Time, on the Reviewing Authority under the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or Representatives, and, at the Guarantor pursuant to Rule 433(d) under Closing Date and the ActOption Closing Date, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the satisfaction of Underwriters' Counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations under the Act, the price of the Shares and any other information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations under the Act within the prescribed time period, and, prior to the Closing Date, the Company shall have provided evidence satisfactory to the Representatives of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations under the Act. (b) At the Closing Date, each Underwriter The Representatives shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact that, in the Representatives' opinion or omit in the opinion of Underwriters' Counsel, is material, or omits to state a fact that, in the Representatives' opinion or in the opinion of Underwriters' Counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact that, in the Representatives' opinion or in the opinion of Underwriters' Counsel, is material, or omits to state a fact that, in the Representatives' opinion or in the opinion of Underwriters' Counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) On the Closing Date and the Option Closing Date, (2) there has not been, since the dates as of which information is given in the Disclosure Packageif any, the Canadian Final Prospectus and Representatives shall have received from Representatives' Counsel the U.S. Final Prospectusfavorable opinion to the effect that: Tucker, a Material Adverse ChangeAnthony Incorporated Sutro & Co. Incorporated (i) xxx xxxxxxx xtock of the Company, (3) including, without limitation, the Company or the GuarantorCommon Stock, as applicable, has conforms in all material respects complied to the description thereof contained in the Prospectus; (ii) the Registration Statement is effective under the Act, and if applicable, the filing of all pricing and other information has been timely made in the appropriate form under Rule 430A of the Rules and Regulations, and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or threatened by the Commission. Such counsel shall state that such counsel has participated in conferences with all agreements officers and satisfied all conditions other representatives of the Company, counsel for the Company, representatives of the independent certified public accountants for the Company and the Representatives, at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed, and, although such counsel is not passing upon and does not assume any responsibility for, nor has such counsel independently verified, the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to matters referred to in subparagraph (i) above of this Section 6(c)), no facts have come to the attention of such counsel (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company) that lead them to believe that either the Registration Statement or any amendment thereto, at the time such Registration Statement or amendment became effective or any Preliminary Prospectus (other than information omitted pursuant to Rule 430A) or the Prospectus or any amendment or supplement thereto as of the date of such opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be performed stated therein or satisfied by necessary to make the statements therein not misleading (it under being understood that such counsel need express no view with respect to the financial statements and schedules and other financial and statistical data included in any Preliminary Prospectus, the Registration Statement (including any exhibit thereto) or the Prospectus or any amendment or supplement thereto); (iii) each of the Preliminary Prospectuses, the Registration Statement and the Prospectus and any amendments or supplements thereto (other than the financial statements and schedules and other financial and statistical data included therein, as to which no opinion need be rendered) Tucker, Anthony Incorporated Sutro & Co. Incorporated comply ax xx xxxx xx xxl material respects with the requirements of the Act and the Rules and Regulations; and (iv) this Agreement at or prior has been duly authorized, executed and delivered by the Company. The opinion of Underwriters' Counsel to be dated the Option Closing Date, if any, may confirm as of the Option Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth statements made by such counsel in Section 1(a) hereof are true and correct as though expressly made at and as of their opinion delivered on the Closing Date. (hd) On the date hereof Closing Date and at the Option Closing Date, if any, the Underwriters shall have received from KPMG LLP a letterthe favorable opinion of Thompson & Knight, P.C., counsel to the Company, dated the Closing Daxx xxx xhe Option Closing Date, if any, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters' Counsel, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus.effect that: (i) Subsequent to (A) the Time Company and each of Sale the Subsidiaries are duly organized and prior to validly existing as corporations in good standing under the Closing Datelaws of the jurisdiction of their organization, there shall not and (B) the Company is duly qualified as a foreign corporation and in good standing in New York; all of the outstanding shares of capital stock of each of the Subsidiaries have been any downgradingduly authorized and validly issued and are fully-paid and non-assessable, nor any notice given and are owned of any intended or potential downgrading or record by the Company; the outstanding shares of a possible change that does not indicate the direction capital stock of the possible changeSubsidiaries are owned by the Company free and clear of all liens, encumbrances and security interests (except as described in the rating accorded Prospectus), and, to such counsel's knowledge, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into, or exchange any securities for, any shares of capital stock of or ownership interests in any of the Company’s long term debtSubsidiaries are outstanding; (ii) the Company and each of the Subsidiaries have the corporate power to own, including lease and operate their respective properties and to conduct their respective businesses as described in the Securities, by S&P Global Ratings, a division Prospectus; (iii) the authorized and outstanding capital stock of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, the Company is as set forth in each case, any successor the Prospectus under the heading "Capitalization," subject to the rating agency business thereof. (j) At the Closing Dateassumptions set forth therein, counsel and, except as provided for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and as described in the matters referred Prospectus, to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representationssuch counsel's knowledge, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall is not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any a party to or bound by any instrument, agreement or other party except as provided in Section 6 hereof. Notwithstanding arrangement providing for it to issue any such terminationcapital stock, the provisions of Sections 1rights, 6warrants, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effectoptions or other securities.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities shall be Underwriter hereunder are subject to the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as Manager on the date hereof and at the time of purchase (and the obligations of the Time Underwriter at any additional time of Sale and the Closing Date, purchase are subject to the accuracy of the representations and warranties on the part of the Company and the Manager on the date hereof, at the time of purchase (unless previously waived) and at any additional time of purchase, as the case may be), the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall cause to be furnished to the Underwriter at the time of purchase and, if applicable, any additional time of purchase, an opinion of Xxxxxx Xxxxxx LLP, counsel for the Company, addressed to the Underwriter, and dated the date of the time of purchase or, if applicable the date of any additional time of purchase, and in form satisfactory to Xxxxxxxx Chance US LLP, counsel for the Underwriter, substantially in the form of Exhibit A attached hereto. (b) The Underwriter shall have received from KPMG, letters dated the date hereof, the date of the time of purchase and, if applicable, the date of any additional time of purchase, and addressed to the Underwriter in the form heretofore approved by the Underwriter relating to the financial statements, including any pro forma financial statements of the Company and the Guarantor made Subsidiaries and such other matters customarily covered by comfort letters issued in connection with a registered public offering. In the event that the letters referred to above set forth any certificates delivered such changes, decreases or increases, it shall be a further condition to the Underwriters pursuant to obligations of the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective obligations hereunder Underwriter that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Prospectus such letters shall have been filed with be accompanied by a written explanation of the Reviewing Authority under Company as to the Shelf Procedures significance thereof, unless the Underwriter deems such explanation unnecessary, and (ii) such changes, decreases or increases do not, in the U.S. Final Prospectus shall have been filed sole judgment of the Underwriter, make it impractical or inadvisable to proceed with the Commission pursuant to General Instruction II.L purchase and delivery of Form F-10; the final term sheet Shares as contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or Statement, the use of any prospectus relating to General Disclosure Package and the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the CommissionProspectus. (bc) At the Closing Date, each The Underwriter shall have received a signed at the time of purchase and any additional time of purchase, as the case may be, the favorable opinion of Osler, Xxxxxx & Harcourt Xxxxxxxx Chance US LLP, Canadian counsel for the UnderwritersUnderwriter, dated as the date of the Closing Datetime of purchase and any additional time of purchase, with respect to such customary matters as the Underwriters case may reasonably requirebe, in a form satisfactory to the Underwriter. In giving such rendering the foregoing opinion, such counsel may rely, as to all matters governed by involving the laws of jurisdictions other than the Province State of Ontario and the federal laws of Canada applicable thereinMaryland, upon the opinions of counsel satisfactory opinion addressed to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion Underwriter of Xxxxxx Xxxxxx LLP, counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersCompany. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory No amendment or supplement to the Underwriters. In giving such opinionRegistration Statement or Prospectus, such counsel may rely, as including documents deemed to all matters governed be incorporated by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable reference therein, upon shall be filed to which the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersUnderwriter objects in writing. (e) At Prior to the Closing Datetime of purchase or any additional time of purchase, each Underwriter shall have received a signed opinion and letter of Cravathas the case may be, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and (i) no stop order with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers effectiveness of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters Registration Statement shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as been issued under the Securities Act or proceedings initiated under Section 8(d) or 8(e) of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Securities Act; (gii) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus Statement and any supplements or all amendments thereto, as well as each electronic road show used in connection with the offering of the Securitiesor modifications thereof, the Securitiesif any, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Prospectus and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading. (f) A prospectus containing Rule 430B information shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B). (g) Between the time of execution of this Agreement and the time of purchase or any additional time of purchase, as the case may be, (2i) there has not beenno material and unfavorable change, since the dates financial or otherwise (other than as of which information is given referred to in the Registration Statement, General Disclosure PackagePackage and Prospectus), in the Canadian Final Prospectus and the U.S. Final Prospectusbusiness, a Material Adverse Changecondition, (3) net worth or prospects of the Company or the GuarantorSubsidiaries shall occur or become known and (ii) no transaction which is material and unfavorable to the Company, the Subsidiaries or the Manager shall have been entered into by the Company or any of the Subsidiaries. (h) The Company will, at the time of purchase or any additional time of purchase, as applicablethe case may be, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior deliver to the Closing Date and (4) Underwriter a certificate of two of its executive officers to the other effect that the representations and warranties of the Company or and the Guarantor, Manager as applicable, set forth in Section 1(a) hereof this Agreement are true and correct as though expressly made at of each such date, that the Company shall perform and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letterperformed such of its obligations under this Agreement as are to be performed at or before the time of purchase or any additional time of purchase, as the case may be, and that the conditions set forth in form subsections (e) and substance reasonably satisfactory to the Underwriters, containing statements and information (g) of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectusthis Section 6 have been met. (i) Subsequent The Company shall have furnished to the Time Underwriter such other documents and certificates as to the accuracy and completeness of Sale any statement in the Registration Statement, the General Disclosure Package and the Prospectus as of the time of purchase and any additional time of purchase, as the case may be, as the Underwriter may reasonably request. (j) The Shares shall have been or will be approved for listing on the NYSE, subject only to notice of issuance at or prior to the Closing Datetime of purchase or any additional time of purchase, as the case may be. (k) Between the time of execution of this Agreement and the time of purchase or any additional time of purchase, as the case may be, there shall not have been occurred any downgrading, nor shall any notice or announcement have been given or made of (i) any intended or potential downgrading or of a (ii) any review or possible change that does not indicate the direction of the possible changean improvement, in the rating accorded any securities of or guaranteed by the Company’s long Company by any “nationally recognized statistical rating organization,” as that term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, is defined in each case, any successor to the rating agency business thereof. (jRule 436(g)(2) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of under the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein containedAct. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase Shares at the Securities shall be Closing Time or on each Option Closing Time, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company hereunder on the date hereof and the Guarantor contained herein as of the Time of Sale and at the Closing DateTime and on each Option Closing Time, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereofas applicable, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective its obligations hereunder that are required to be performed at or prior to the Closing Date and to the satisfaction of the following additional conditionsfurther conditions at the Closing Time or on each Option Closing Time, as applicable: (a) The Company shall furnish to the Underwriters at the Closing Time and at each Option Closing Time (iif applicable) an opinion and negative assurance letter of Freshfields Bruckhaus Dxxxxxxx US LLP, counsel for the Company, addressed to the Underwriters and dated the Closing Time or the applicable Option Closing Time, as the case may be, and in form and substance reasonably satisfactory to the Representative. (b) On the date of this Agreement and at the Closing Time and at each Option Closing Time (if applicable), the Representative shall have received from PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft a comfort letter addressed to the Representative and dated the respective dates of delivery thereof and in form and substance reasonably satisfactory to the Representative. (c) The Canadian Final Prospectus Representative shall have been filed with received at the Reviewing Authority under Closing Time and at each Option Closing Time (if applicable) an opinion and negative assurance letter of O’Melveny & Mxxxx LLP, addressed to the Shelf Procedures Representative and dated the Closing Time or the applicable Option Closing Time, as the case may be, and in form and substance reasonably satisfactory to the Representative. (iid) the U.S. Final The Prospectus shall have been filed with the Commission pursuant to General Instruction II.L Rule 424(b) under the Securities Act at or before 5:30 p.m., New York City time, on the second full business day after the date of Form F-10; this Agreement (or such earlier time as may be required under the final term sheet contemplated by Section 5(bSecurities Act). (e) hereof, and any other material Any Rule 462(b) Registration Statement required to be filed by prior to the Company or sale of the Guarantor pursuant to Rule 433(d) Shares under the Act, Securities Act shall have been filed on the date hereof and shall have become automatically effective upon such filing. (f) No amendment or supplement to the Registration Statement, the Prospectus or any document in the Disclosure Package shall have been filed to which the Underwriters shall have reasonably objected in writing; provided that the foregoing shall not apply to any document filed with the Commission within which is incorporated by reference into the applicable time periods prescribed for such filings by Rule 433; Registration Statement, Prospectus or any document in the Disclosure Package. (g) Prior to the Closing Time and each Option Closing Time, (i) no stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Prospectus or any prospectus relating to document in the Securities or of any notice objecting to its use Disclosure Package shall have been issued issued, and no proceedings for that such purpose shall have been instituted or initiated or, to the Company’s knowledge, threatened by the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as and no suspension of the Closing Datequalification of the Shares for offering or sale in any jurisdiction, with respect to such customary matters as or the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have reliedinitiation or, to the extent they deem properCompany’s knowledge, upon certificates threatening of officers any proceedings for any of such purposes, has occurred; (ii) all requests for additional information on the part of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter Commission shall have received been complied with; (iii) the Registration Statement shall not contain an untrue statement of a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for material fact or omit to state a material fact required to be stated therein or necessary to make the Underwriters, dated as of statements therein not misleading; (iv) the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company Prospectus and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter Disclosure Package shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3v) the Company shall not have become the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. (h) Between the time of execution of this Agreement and the Closing Time or the Guarantorrelevant Option Closing Time, (i) there shall not have occurred or shall exist any material event or material condition that is unfavorable to the Company and not described in the Prospectus and Disclosure Package; and (ii) no transaction which is material and unfavorable to the Company shall have been entered into by the Company or any of the Subsidiaries, in the case of each of clauses (i) through (ii) above, which in the Representative’s sole judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Registration Statement. (i) The Company shall have submitted to Nasdaq a Notification of Listing of Additional Shares with respect to the Shares and Nasdaq shall not have objected thereto. (j) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms or other arrangements of the transactions contemplated hereby. (k) On or prior to the date hereof, the Representative shall have received lock-up agreements from the persons listed on Exhibit B hereto, and such letter agreements shall be in full force and effect. (l) The Company shall furnish to the Underwriters, at the Closing Time and at each Option Closing Time (if applicable), a certificate of its Chief Executive Officer or President and its Chief Financial Officer, dated the Closing Time or the applicable Option Closing Time, to the effect that to their knowledge: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on such date, except for those representations and warranties that speak solely as of a specific date and were true and correct as of such date, and the Company has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied by it under this Agreement at or prior to the Closing Date and Date; (4ii) no stop order suspending the other representations and warranties effectiveness of the Company Registration Statement or notice by the GuarantorCommission objecting to its use has been issued and no proceedings for that purpose have been instituted or, as applicableto the Company’s knowledge, threatened; and (iii) confirming to the effect set forth in Section 1(aparagraph (h) hereof are true and correct as though expressly made at and above. (m) The Company shall furnish to the Underwriters, as of the Closing Date. (h) On the date hereof and hereof, at the Closing DateTime and at each Option Closing Time (if applicable), a certificate of its Chief Executive Officer and Chief Financial Officer, dated the Underwriters shall have received from KPMG LLP a letterClosing Time or the applicable Option Closing Time, with respect to certain financial data contained in the Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect Representative. (n) The Company shall have furnished to the financial statements Underwriters and certain financial information contained counsel for the Underwriters such other information, documents, opinions and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Prospectus and the Disclosure Package, andthe representations, with respect to warranties and statements of the letter delivered on Company contained herein, and the performance by the Company of its covenants contained herein, and the fulfillment of any conditions contained herein, as of the Closing DateTime or any Option Closing Time, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for as the Underwriters shall have been furnished with all such documents, certificates and opinions as they or their counsel may reasonably request for request, and all proceedings taken by the purpose of enabling them to pass upon Company in connection with the issuance and sale of the Securities Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be reasonably satisfactory in form and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior substance to the Closing Date, Representative and counsel for the Securities shall be eligible for clearance and settlement through DTCUnderwriters. If any of the conditions condition specified in this Section 7 shall ‎Section 6 is not have been fulfilled satisfied when and as required by this Agreementto be satisfied, this Agreement may be terminated by the Underwriters on Representative by notice from the Representative to the Company at any time at on or prior to the Closing DateTime and, and such with respect to the Option Shares, at any time on or prior to the applicable Option Closing Time, which termination shall be without liability on the part of any party to any other party party, except as provided in Section 6 hereof. Notwithstanding any that ‎Sections 5, 7, ‎and 9 shall at all times be effective and shall survive such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained its Subsidiary herein as of the Time date hereof and as of Sale the Closing Date and the each Option Closing Date, to if any, as if they had been made on and as of the Closing Date or each Option Closing Date, as the case may be; the accuracy on and as of the Closing Date or Option Closing Date, if any, of the statements of the officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; and the performance by the Company on and the Guarantor at or prior to the Closing Date as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and each Option Closing Date, if any, of its covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement, which shall have been filed with be in form and substance satisfactory to the Reviewing Authority under the Shelf Procedures Representatives and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the ActUnderwriters' Counsel, shall have been filed with become effective no later than 12:00 p.m., New York time, on the Commission within date of this Agreement or such later date and time as shall be consented to in writing by the applicable time periods prescribed for such filings by Rule 433; Representatives, and, at the Closing Date and each Option Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriters' Counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the IPO Securities and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to the Closing Date the Company shall have provided evidence satisfactory to the Underwriters of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each Underwriter The Representatives shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact which, in the Representatives' opinion, is material, or omit omits to state a fact which, in the Underwriters' opinion, is material fact and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not beenor that the Prospectus, since the dates as or any supplement thereto, contains an untrue statement of which information is given fact which, in the Disclosure PackageRepresentatives' opinion, the Canadian Final Prospectus is material and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions is required to be performed stated therein or satisfied by it is necessary to make the statements therein, in light of the circumstances under this Agreement at which they were made, not misleading. (c) On or prior to the Closing Date and (4) Date, the other representations and warranties Representatives shall have received from Underwriters' Counsel, such opinion or opinions with respect to the organization of the Company or and its Subsidiary, the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as validity of the Closing DateIPO Securities, the Representatives' Warrants, the Registration Statement, the Prospectus and other related matters as the Representatives may request and Underwriters' Counsel shall have received such papers and information as they request to enable them to pass upon such matters. (hd) On the date hereof and at At the Closing Date, the Underwriters shall have received from KPMG LLP a letterthe favorable opinion of Jackier, Gould, Bean, Upfal & Eisexxxx, xxunsel to the Company, dated as of the Closing Date, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters' Counsel, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus.effect that: (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company and the Subsidiary (A) has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction; (B) to such counsel's knowledge has all requisite corporate power and authority, and has obtained any and all authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies (including, without limitation, those having jurisdiction over environmental or similar matters), to own or lease its properties and conduct its business as described in the Prospectus; (C) to such counsel's knowledge is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the Guarantor, the performance character of any of the agreements of the Company its operations requires such qualification or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.licensing;

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities hereunder shall be subject to the continuing accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Time date hereof and as of Sale the Closing Date and the each Option Closing Date, to if any, as if it had been made on and as of the Closing Date or each Option Closing Date, as the case may be; the accuracy on and as of the Closing Date or Option Closing Date, if any, of the statements of the officers of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to ; and the performance by the Company on and the Guarantor at or prior to the Closing Date as of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and each Option Closing Date, if any, of its covenants and obligations hereunder and to the following additional further conditions: (a) (i) The Canadian Final Prospectus Registration Statement shall have been filed with become effective not later than 12:00 Noon, New York time, on the Reviewing Authority under the Shelf Procedures date of this Agreement or such later date and (ii) the U.S. Final Prospectus time as shall have been filed with the Commission pursuant be consented to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed in writing by the Company or the Guarantor pursuant to Rule 433(d) under the ActRepresentative, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and, at Closing Date and each Option Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriters' Counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Representative of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At the Closing Date, each Underwriter The Representative shall not have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to advised the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and or any supplements or amendments amendment thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a material fact which, in the Representative's opinion, is material, or omit omits to state a fact which, in the Representative's opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Representative's opinion, is material, or omits to state a fact which, in the Representative's opinion, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (hc) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, the Representative shall have received from Underwriters' Counsel, such opinion or opinions with respect to the organization of the Company, the validity of the Securities, the Representative's Warrants, the Registration Statement, the Prospectus and other related matters as the Representative may request and Underwriters' Counsel shall have received such termination papers and information as they request to enable them to pass upon such matters. (d) At Closing Date, the Underwriter shall be without liability have received the favorable opinion of Xxxxxxxxxx Xxxxxxxxx Xxxxxx & Xxxxxx LLP, counsel to the Company, dated the Closing Date, addressed to the Underwriters and in form and substance satisfactory to Underwriters' Counsel, to the effect that: (i) the Company (A) has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction, (B) is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, except where the failure to be so qualified or licensed would not have a Material Adverse Effect, and (C) has all requisite corporate power and authority; and the Company has obtained any and all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies (including, without limitation, those having jurisdiction over environmental or similar matters), to own or lease its properties and conduct its business as described in the Prospectus, except where the failure to do so would not have a Material Adverse Effect; the Company is and has been doing business in material compliance with all such authorizations, approvals, orders, licenses, certificates, franchises and permits and all federal, state and local laws, rules and regulations; the Company has not received any notice of proceedings relating to the revocation or modification of any such authorization, approval, order, license, certificate, franchise, or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the business, operations, condition, financial or otherwise, or the earnings, business affairs, position, prospects, value, operation, properties, business or results of operations of the Company. The disclosures in the Registration Statement concerning the effects of federal, state and local laws, rules and regulations on the Company's business as currently conducted and as contemplated are correct in all material respects and do not omit to state a fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made; (ii) the Company does not own an interest in any other corporation, partnership, joint venture, trust or other business entity; (iii) the Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus, and any amendment or supplement thereto, under "Capitalization" and "Description of Securities," and the Company is not a party to or bound by any instrument, agreement or other party arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except as provided in Section 6 hereof. Notwithstanding any such terminationfor this Agreement, the provisions of Sections 1Representative's Warrant Agreement and the Warrant Agreement and as described in the Prospectus. The Securities, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain all other securities issued or issuable by the Company conform in effect.all material respects to all statements with respect thereto contained in the

Conditions of the Underwriters’ Obligations. The ------------------------------------------- obligations of the Underwriters to purchase and pay for the Securities shall be subject Firm Shares and, following exercise of the Option granted by the Company in Section 3 of this Agreement, the Option Shares, are subject, in your discretion, to the accuracy of and compliance with the representations and warranties on the part and agreements of the Company and the Guarantor contained Selling Stockholders herein as of the Time date hereof and as of Sale and the Closing Date (or in the case of the Option Shares, if any, as of the Option Closing Date), to the accuracy of the written statements of the Company and its officers and the Guarantor Selling Stockholders made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date Selling Stockholders of their respective covenants and obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final If the Registration Statement or any amendment thereto filed prior to the Closing Date has not been declared effective prior to the time of execution hereof, the Registration Statement shall become effective not later than 5:00 p.m., Minneapolis time, on the first business day following the time of execution of this Agreement, or at such later time and date as you may agree to in writing. If required, the Prospectus and any amendment or supplement thereto shall have been timely filed in accordance with the Reviewing Authority Rule 424(b) and Rule 430A under the Shelf Procedures 1933 Act and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b4(a) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no . No stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities amendment or of any notice objecting to its use supplement thereto shall have been issued under the 1933 Act or any applicable state securities laws and no proceedings for that purpose shall have been instituted or shall be pending, or, to the knowledge of the Company or the Underwriters, shall be threatened by the CommissionCommission or any state authority. Any request on the part of the Commission or any state authority for additional information (to be included in the Registration Statement or Prospectus or otherwise) shall have been disclosed to you and complied with to your satisfaction and to the satisfaction of counsel for the Underwriters. (b) At the Closing Date, each No Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of advised the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At any Selling Stockholder at or before the Closing DateDate (and, each Underwriter shall have received a signed opinion and letter of Skaddenif applicable, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Option Closing Date) that the Registration Statement or any post-effective amendment thereto, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company Prospectus or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company any amendment or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments supplement thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain contains an untrue statement of a fact which, in your opinion, is material fact or omit omits to state a fact which, in your opinion, is material fact and is required to be stated therein or is necessary to make statements therein (in the statements thereincase of the Prospectus or any amendment or supplement thereto, in light of the circumstances under which they were made, ) not misleading. (c) All corporate proceedings and other legal matters incident to the authorization by the Company, form and validity of this Agreement, and the authorization by the Company and form of the Registration Statement and Prospectus, other than financial statements and other financial data, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be satisfactory in all respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information relating thereto that they may reasonably request to enable them to pass upon such matters. (2d) there has not beenOn the Closing Date (and, since if applicable, the dates Option Closing Date), you shall have received the opinion of Stxxxxx, Mag & Fizzell, P.C., counsel for the Company, addressed to you and dated the Closing Date (and, if applicable, the Option Closing Date), substantially to the effect that as of which information the date hereof: (i) The Company has been duly incorporated and is given validly existing as a corporation in good standing under the laws of the State of Kansas, with full corporate power and authority to own, lease and operate its properties and conduct its businesses as described in the Disclosure Package, Registration Statement. The Company is duly qualified to do business as a foreign corporation in good standing in each state or other juris- diction in which its ownership or leasing of property or conduct of business legally requires such qualification. (ii) The Company's authorized capital stock is as set forth under the Canadian Final Prospectus heading "Capitalization" in the Prospectus. All outstanding shares of capital stock of the Company and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has Securities conform in all material respects complied to the description thereof in the Prospectus under the heading "Description of Capital Stock," and the statements in the Prospectus under such caption fairly summarize in all material respects the provisions referred to in the Company's certificate of incorporation, bylaws and the law of the State of Kansas. The form of certificate used to evidence the Common Stock has been approved by the Company's Board of Directors, and assuming such certificate is signed by the proper and authorized officers of the Company as required by the law of the State of Kansas, will comply as to form with the requirements of such law. The outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and non-assessable, were issued in material compliance with all agreements applicable Federal and satisfied all conditions state securities laws and the laws of the State of Kansas, and were not issued in violation of or subject to any preemptive rights or other rights to purchase or subscribe for securities of the Company. The Securities to be performed sold by the Company have been duly authorized and, when delivered and fully paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable, and the shareholders of the Company have no preemptive rights with respect to such Securities. To such counsel's actual knowledge, except as disclosed in the Prospectus, there are no outstanding options, warrants, or satisfied other rights calling for the issuance of, and no present commitments, plans or arrangements of the Company at this time to issue any shares of capital stock of the Company or any security convertible into or exchangeable for capital stock of the Company. Upon delivery of the Securities to be sold by the Company and full payment therefor pursuant to this Agreement and registration of the ownership of such Securities by the transfer agent for such Securities, good and valid title to such Securities free and clear of all liens, encumbrances, security interests, restrictions on transfer, equities or claims whatsoever other than those created or granted by this Agreement or by the Underwriters, will pass to the Underwriters. (iii) Such counsel has been advised by the staff of the Commission that the Registration Statement has become effective under the 1933 Act and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act; any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) of the 1933 Act Regulations has been made in the manner and within the time period required by such Rule 424(b). (iv) The Registration Statement and the Prospectus, and each amendment or supplement thereto, as of their respective effective or issue dates, comply as to form in all material respects with the requirements of Form S-1 under the 1933 Act and 1933 Act Regulations (except that such counsel need express no opinion or belief as to financial and statistical data, financial statements and notes and related schedules thereto). (v) The descriptions in the Registration Statement and Prospectus of contracts and other documents filed (or incorporated by reference) as exhibits to the Registration Statement are accurate in all material respects. (vi) No authorization, approval, consent, order, registration or qualification of or with any court or public, regulatory or governmental body, authority or agency is required with respect to the Company in connection with the transactions 21 22 contemplated by this Agreement, except such as may be required under the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations or by the NASD or under state securities laws in connection with the purchase and distribution of the Securities by the Underwriters. (vii) The Company has all requisite corporate power and authority to enter into this Agreement and to sell and deliver the Securities to be sold by it under to the several Underwriters. The filing of the Registration Statement with the Commission has been duly authorized by the Board of Directors of the Company. This Agreement has been duly authorized, executed and delivered by the Company, and is a valid and legally binding obligation of the Company enforceable in accordance with its terms (except to the extent the enforceability of the indemnification, exculpation and contribution provisions of Section 6 hereof may be limited by applicable law and except as enforceability of this Agreement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law). The making and performance of this Agreement by the Company and the consummation of the transactions herein contemplated will not result in a violation of the Company's certificate of incorporation or prior to bylaws or result in a breach or violation of any of the Closing Date terms and (4) provisions of, or consti- tute a default under, or result in the other representations and warranties creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or the GuarantorSubsidiary under, as applicableany applicable Federal or state statute, set forth in Section 1(a) hereof or under any indenture, mortgage, deed of trust, note, loan agreement, lease, franchise, license, permit or any other agreement or instrument to which the Company or the Subsidiary is a party or by which they are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory bound or to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded which any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties properties or statements assets of the Company or the GuarantorSubsidiary are subject, the performance or any order, rule or regulation of any court or public, regulatory or governmental agency, authority or body having jurisdiction over the Company or the Subsidiary or their properties. (viii) To the actual knowledge of such counsel, (A) there are no (individually or in the agreements aggregate) legal, governmental or regulatory proceedings pending or threatened to which the Company or the Subsidiary is a party or of which the business or properties of the Company or the GuarantorSubsidiary is the subject which would have a material adverse effect on the business or property of the Company and the Subsidiary taken as a whole or on the ability of the Company to consummate the transactions contemplated herein, and which are not disclosed in the Registration Statement and Prospectus; (B) there are no contracts or documents of a character required to be described in the Registration Statement or the fulfillment of any of the conditions herein contained. (k) Prior Prospectus or to be filed as an exhibit to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall Registration Statement which are not have been fulfilled when and described therein or filed as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to required; (C) neither the Company at any time at nor the Subsidiary is a party or prior subject to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1any injunction, 6judgment, 8decree or order of any court or any public, 9regulatory or governmental agency, 10, 13, 14, 16, 17, 18, 19, 20, 21 authority or body which would have a material adverse effect on the business or property of the Company and 22 hereof shall remain in effect.the Subsidiary taken as a whole or on the ability of the Company to consummate the transactions contemplated herein; and

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters under this Agreement are several and not joint. The respective obligations of the Underwriters to purchase the Securities shall be Shares are subject to the accuracy each of the representations following terms and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale and the Closing Date, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Notification that the Registration Statement has become effective shall have been received by the Underwriters and the Prospectus shall have been timely filed with the Reviewing Authority under Commission in accordance with Section 7(a) of this Agreement. (b) No order preventing or suspending the Shelf Procedures use of any Preliminary Prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Underwriters. If the Company has elected to rely upon Rule 430A, Rule 430A information previously omitted from the effective Registration Statement pursuant to Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Underwriters of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A. (c) The representations and warranties of the Company and the Selling Shareholder contained in this Agreement and in the certificates delivered pursuant to Section 6(d) shall be true and correct when made and on and as of each Closing Date as if made on such date. The Company and the Selling Shareholder shall have performed in all material respects all covenants and agreements and satisfied in all material respects all the conditions contained in this Agreement required to be performed or satisfied by them at or before such Closing Date. (d) The Underwriters shall have received on each Closing Date a certificate, addressed to the Underwriters and dated such Closing Date, of the chief executive and the chief financial officer or chief accounting officer of the Company to the effect that (i) the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that the representations and warranties of the Company in this Agreement are true and correct on and as of such Closing Date with the same effect as if made on such Closing Date and the Company has performed in all material respects all covenants and agreements and satisfied in all material respects all conditions contained in this Agreement required to be performed or satisfied by it at or prior to such Closing Date, and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have has been issued and to the best of their knowledge, no proceedings for that purpose shall have been instituted or threatened by are pending under the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersSecurities Act. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the The Underwriters shall have received on each Closing Date a certificate from Xxxxx X. Xxxxcertificate, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory addressed to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering dated such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, from the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Selling Shareholder that is selling Shares on such Closing Date, to the effect that the signers of such certificate have Selling Shareholder has carefully examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to that the best representations and warranties of the Selling Shareholder in this Agreement are true and correct on and as of such signer’s knowledge after due investigation and not in a personal capacity: (1) Closing Date with the Disclosure Package, same effect as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus if made on such Closing Date and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, Selling Shareholder has performed in all material respects complied with all covenants and agreements and satisfied in all material respects all conditions contained in this Agreement required to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the such Closing Date. (hf) On the date hereof and at the Closing Date, the The Underwriters shall have received received, at the time this Agreement is executed and on each Closing Date a signed letter from KPMG LLP a letteraddressed to the Underwriters and dated, respectively, the date of this Agreement and each such Closing Date, in form and substance reasonably satisfactory to the Underwriters, Underwriters containing statements and information of the type ordinarily included in accountant’s “accountants' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in the Disclosure PackageRegistration Statement and the Prospectus. (g) The Underwriters shall have received on each Closing Date from Bryxx Xxxx XXP, andcounsel for the Company, an opinion, addressed to the Underwriters and dated such Closing Date, as to the matters set forth in Annex II hereto. (h) The Underwriters shall have received on each Closing Date from Hayxxx xxd Booxx, XLP, special Texas counsel for the Company, an opinion, addressed to the Underwriters and dated such Closing Date, as to the matters set forth in Annex III hereto. (i) The Underwriters shall have received on the each Closing Date from counsel for the Selling Shareholder an opinion, addressed to the Underwriters and dated such Closing Date, as to the matters set forth in Annex IV hereto. (j) All proceedings taken in connection with the sale of the Firm Shares and the Option Shares as herein contemplated shall be reasonably satisfactory in form and substance to the Underwriters and their counsel, and the Underwriters shall have received from Binxxxx Xxxx XXP a favorable opinion, addressed to the Underwriters and dated such Closing Date, with respect to the letter delivered on the Closing DateShares, the Canadian Final Prospectus Registration Statement and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale , and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for such other related matters as the Underwriters may reasonably request, and the Company shall have been furnished with all to Binxxxx Xxxx XXP such documents, certificates and opinions documents as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein containedsuch matters. (k) Prior The Underwriters shall have received copies of the Lock-up Agreements executed by each entity or person described in Section 4(o). (l) The Company and the Selling Shareholder shall have furnished or caused to be furnished to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and Underwriters such further certificates or documents as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effecthave reasonably requested.

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters under this Agreement are several and not joint. The respective obligations of the Underwriters to purchase the Securities shall be Shares are subject to the accuracy each of the representations following terms and warranties on the part of the Company and the Guarantor contained herein as of the Time of Sale and the Closing Date, to the accuracy of the statements of the Company and the Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company and the Guarantor at or prior to the Closing Date of their respective obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) (i) The Canadian Final Notification that the Registration Statement has become effective shall have been received by the Representatives and the Prospectus shall have been timely filed with the Reviewing Authority under Commission in accordance with Section 7(a) of this Agreement. (b) No order preventing or suspending the Shelf Procedures use of any preliminary prospectus or the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Representatives. (c) The representations and warranties of the Company and the Selling Stockholder contained in this Agreement and in the certificates delivered pursuant to Section 6(d) and 6(e) shall be true and correct when made and on and as of each Closing Date as if made on such date. The Company and the Selling Stockholder shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by them at or before such Closing Date. (d) The Representatives shall have received on each Closing Date a certificate, addressed to the Representatives and dated such Closing Date, of the chief executive officer and the chief financial officer of the Company to the effect that (i) the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that the representations and warranties of the Company in this Agreement are true and correct on and as of such Closing Date with the same effect as if made on such Closing Date and the Company has performed all covenants and agreements and satisfied all conditions contained in this Agreement required to be performed or satisfied by it at or prior to such Closing Date, and (ii) the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use shall have has been issued and to the best of their knowledge, no proceedings for that purpose shall have been instituted or threatened by are pending under the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (c) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related mattersSecurities Act. (e) At The Representatives shall have received on each Closing Date a certificate, addressed to the Representatives and dated such Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing DateSelling Stockholder, to the effect that the signers of such certificate have Selling Stockholder has carefully examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to that the best representations and warranties of the Selling Stockholder in this Agreement are true and correct on and as of such signer’s knowledge after due investigation and not in a personal capacity: (1) Closing Date with the Disclosure Package, same effect as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus if made on such Closing Date and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, Selling Stockholder has in performed all material respects complied with all covenants and agreements and satisfied all conditions contained in this Agreement required to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the such Closing Date. (hf) On The Representatives shall have received, at the time this Agreement is executed and on each Closing Date a signed letter from Deloitte & Touche LLP addressed to the Representatives and dated, respectively, the date hereof of this Agreement and at the each such Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, containing confirming that they are independent accountants within the meaning of the Securities Act and the Rules, that the response to Item 10 of the Registration Statement is correct insofar as it relates to them and stating in effect that: (i) in their opinion the audited financial statements and information financial statement schedules included or incorporated by reference in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the type ordinarily Securities Act and the Rules; (ii) on the basis of a reading of the amounts included in accountant’s “comfort letters” to underwriters the Registration Statement and the Prospectus under the headings "Summary Financial Information" and "Selected Financial Data," carrying out certain procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter, a reading of the minutes of the meetings of the stockholders and directors of the Company, and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to transactions and events subsequent to the date of the latest audited financial statements, except as disclosed in the Registration Statement and the Prospectus, nothing came to their attention which caused them to believe that: (A) the amounts in "Summary Financial Information," and "Selected Financial Data" included in the Registration Statement and the Prospectus do not agree with the corresponding amounts in the audited and unaudited financial statements and certain financial information contained in the Disclosure Package, and, from which such amounts were derived; or (B) with respect to the letter delivered Company, there were, at a specified date not more than three business days prior to the date of the letter, any increases in the current liabilities and long-term liabilities of the Company or any decreases in net income or in working capital or the stockholders' equity in the Company, as compared with the amounts shown on the Company's audited balance sheet for the fiscal year ended December 31, 1999 and the three months ended March 2000 included in the Registration Statement; (iii) they have performed certain other procedures as may be permitted under Generally Acceptable Auditing Standards as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Prospectus and reasonably specified by the Representatives agrees with the accounting records of the Company; and (iv) based upon the procedures set forth in clauses (ii) and (iii) above and a reading of the amounts included in the Registration Statement under the headings "Summary Consolidated Financial Information" and "Selected Consolidated Financial Data" included in the Registration Statement and Prospectus and a reading of the financial statements from which certain of such data were derived, nothing has come to their attention that gives them reason to believe that the "Summary Financial Consolidated Information" and "Selected Consolidated Financial Data" included in the Registration Statement and Prospectus do not comply as to the form in all material respects with the applicable accounting requirements of the Securities Act and the Rules or that the information set forth therein is not fairly stated in relation to the financial statements included in the Registration Statement or Prospectus from which certain of such data were derived are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Registration Statement and Prospectus. References to the Registration Statement and the Prospectus in this paragraph (f) are to such documents as amended and supplemented at the date of the letter. (g) The Representatives shall have received on each Closing Date from Xxxx and Xxxx LLP, counsel for the Company, an opinion, addressed to the Representatives and dated such Closing Date, and stating in effect that: (i) The Company has been duly organized and is validly existing as a corporation in good standing under the Canadian Final laws of the State of Massachusetts. Each Subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of their respective jurisdictions of incorporation. 'Each of the Company and its Subsidiaries is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (owned, leased or licensed) or the nature of its businesses makes such qualification necessary, except for such jurisdictions where the failure to so qualify, individually or in the aggregate, would not have a Material Adverse Effect. (ii) Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and license its assets and properties and conduct its business as now being conducted and as described in the Registration Statement and the Prospectus and to enter into, deliver and perform this Agreement and to issue and sell the U.S. Final Shares other than those required under the state and foreign Blue Sky laws. (iii) The Company has authorized and issued capital stock as set forth in the Registration Statement and the Prospectus under the caption "Capitalization"; the certificates evidencing the Shares are in due and proper legal form and have been duly authorized for issuance by the Company; all of the outstanding shares of Common Stock of the Company have been duly and validly authorized and issued and are to the best of such counsel's knowledge fully paid and nonassessable and none of them was issued in violation of any preemptive or other similar right. The Shares when issued and sold pursuant to this Agreement will be duly and validly issued, outstanding, fully paid and nonassessable and none of them will have been issued in violation of any preemptive or other similar right. To the best of such counsel's knowledge, except as disclosed in the Registration Statement and the Prospectus, there are no preemptive or other rights to subscribe for or to purchase or any restriction upon the voting or transfer of any securities of the Company pursuant to the Company's Certificate of Incorporation or by-laws or other governing documents or any agreements or other instruments to which the Company is a party or by which it is bound. To the best of such counsel's knowledge, except as disclosed in the Registration Statement and the Prospectus, there is no outstanding option, warrant or other right calling for the issuance of, and no commitment, plan or arrangement to issue, any share of stock of the Company or any security convertible into, exercisable for, or exchangeable for stock of the Company. The Common Stock and the Shares conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus. To the best of such counsel's knowledge, the issued and outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or by another wholly owned subsidiary of the Company, free and clear of any perfected security interest or, to the knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims, other than those contained in the Registration Statement and the Prospectus. (iiv) Subsequent All necessary corporate action has been duly and validly taken by the Company to authorize the Time execution, delivery and performance of Sale this Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in Shares. This Agreement has been duly and validly authorized, executed and delivered by the Company and this Agreement constitutes the legal, valid and binding obligation of the matters referred to Company enforceable against the Company in Section 7(baccordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. (v) Neither the execution, delivery and Section 7(c) and in order to evidence performance of this Agreement by the accuracy and completeness Company nor the consummation of any of the representationstransactions contemplated hereby (including, warranties without limitation, the issuance and sale by the Company of the Shares) will give rise to a right to terminate or statements accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or any event which with notice or lapse of time, or both, would constitute a default) under, or require consent or waiver under, or result in the execution or imposition of any lien, charge, claim, security interest or encumbrance upon any properties or assets of the Company or the Guarantor, Subsidiaries pursuant to the performance terms of any indenture, mortgage, deed trust, note or other agreement or instrument of which such counsel is aware and to which the Company or the Subsidiaries are a party or by which either the Company or the Subsidiaries or any of their respective properties or businesses is bound, or any franchise, license, permit, judgment, decree, order, statute, rule or regulation of which such counsel is aware or violate any provision of the agreements charter or by-laws of the Company or the Guarantor, or the fulfillment of any of the conditions herein containedSubsidiaries. (kvi) Prior To the best of such counsel's knowledge, no default exists, and no event has occurred which with notice or lapse of time, or both, would constitute a default, in the due performance and observance of any term, covenant or condition by the Company of any indenture, mortgage, deed of trust, note or any other agreement or instrument to which the Closing DateCompany is a party or by which it or any of its assets or properties or businesses may be bound or affected, where the consequences of such default, individually or in the aggregate, would have a Material Adverse Effect. (vii) To the best of such counsel's knowledge, the Securities shall be eligible Company and its Subsidiaries are not in violation of any term or provision of their respective charters or by-laws or any franchise, license, permit, judgment, decree, order, statute, rule or regulation, where the consequences of such violation, individually or in the aggregate, would have a Material Adverse Effect. (viii) No consent, approval, authorization or order of any court or governmental agency or regulatory body is required for clearance and settlement through DTC. If any the execution, delivery or performance of this Agreement by the Company or the consummation of the conditions specified in this Section 7 shall not transactions contemplated hereby, except such as have been fulfilled when obtained under the Securities Act and such as required by this Agreement, this Agreement may be terminated required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters on notice to several Underwriters. (ix) To the best of such counsel's knowledge, there is no litigation or governmental or other proceeding or investigation, before any court or before or by any public body or board pending or threatened against, or involving the assets, properties or businesses of, the Company at any time at which is not disclosed in the Registration Statement or prior the Prospectus. (x) The statements in the Prospectus under the captions "Description of Capital Stock," "Shares Eligible for Future Sale," "Management," and "Certain Transactions," insofar as such statements constitute a summary of documents referred to therein or matters of law, are fair summaries in all material respects and accurately present the Closing Dateinformation called for with respect to such documents and matters. Accurate copies of all contracts and other documents required to be filed as exhibits to, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such terminationor described in, the provisions of Sections 1Registration Statement have been so filed with the Commission or are fairly described in the Registration Statement, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effectas the case may be.