Common use of Covenants of the Underwriters Clause in Contracts

Covenants of the Underwriters. (a) Each Underwriter represents and warrants to, and agrees with, the Bank and each other Underwriter that it has not made, and will not make, any offer relating to the Securities that would constitute a free writing prospectus without the prior consent of the Bank and the Representatives (such consent not to be unreasonably withheld), provided, however, that prior to the preparation of the final term sheet substantially in the form set forth in Schedule 4 hereto, the Underwriters are authorized to use a free writing prospectus that contains only information (i) describing the preliminary terms of the Securities or their offering or (ii) describing the final terms of the Securities which will not be inconsistent with the final term sheet substantially in the form set forth in Schedule 4 hereto. (b) Each Underwriter represents and agrees that it has not offered or sold, directly or indirectly, and that it will not, directly or indirectly, offer, sell or deliver, any of the Securities in or from Canada or to any resident of Canada, provided that the Underwriters may, in their discretion, resell such Securities to the Canadian investment dealer affiliates of CIBC World Markets Corp. and BofA Securities, Inc. (c) None of the Underwriters is acting as an Underwriter of the Securities in any province or territory of Canada and no action on the part of any Underwriter in its capacity as an Underwriter of the offering of Securities will create any impression or support any conclusion that the firm is acting as an Underwriter of the Securities in any province or territory of Canada, provided however the Canadian investment dealers who (i) sign the certificate page to the Canadian Prospectus, and (ii) are duly registered as an investment dealer under the securities laws of the Province of Ontario in a category that permits the trade, shall be permitted to offer for sale and sell the Securities that they acquire by way of resale to them by one or more of the Underwriters in the Province of Ontario. (d) Each Underwriter represents and warrants to, and agrees with, the Bank that none of the payments to be made to the Underwriter by the Bank under this Agreement shall be for services rendered in Canada by or on behalf of such Underwriter.

Covenants of the Underwriters. (a) Each Underwriter represents and warrants to, and agrees with, the Bank and each other Underwriter that it has not made, and will not make, any offer relating to the Securities that would constitute a free writing prospectus without the prior consent of the Bank and the Representatives (such consent not to be unreasonably withheld), provided, however, that prior to the preparation of the final term sheet substantially in the form set forth in Schedule 4 hereto, the Underwriters are authorized to use a free writing prospectus that contains only information (i) describing the preliminary terms of the Securities or their offering or (ii) describing the final terms of the Securities which will not be inconsistent with the final term sheet substantially in the form set forth in Schedule 4 hereto. (b) Each Underwriter represents and agrees that it has not offered or sold, directly or indirectly, and that it will not, directly or indirectly, offer, sell or deliver, any of the Securities in or from Canada or to any resident of Canada, provided that the Underwriters may, in their discretion, resell such Securities to the Canadian investment dealer affiliates affiliate of CIBC World Markets Corp. and BofA SecuritiesEach Underwriter further agrees that it will include a comparable provision in any sub-underwriting, Inc. banking group or selling group agreement or similar arrangement with respect to the Securities that may be entered into by such Underwriter. CIBC World Markets Corp. further agrees that (ci) None any offer or sale by its Canadian investment dealer affiliate of the Underwriters is acting Notes, as an Underwriter contemplated in the paragraph above, purchased by it hereunder in Canada or to any resident of Canada shall only be effected on a private placement basis in accordance with applicable exemptions under the applicable securities laws in the relevant jurisdictions; and (ii) neither it nor its Canadian investment dealer affiliate will distribute or deliver the Prospectus or Prospectus Supplement or any other offering material relating to Securities purchased by it hereunder, in Canada in contravention of the Securities in any province securities laws or territory regulations of Canada and no action on the part of any Underwriter in its capacity as an Underwriter of the offering of Securities will create any impression or support any conclusion that the firm is acting as an Underwriter of the Securities in any province or territory of Canada, provided however the Canadian investment dealers who (i) sign the certificate page to the Canadian Prospectus, and (ii) are duly registered as an investment dealer under the securities laws of the Province of Ontario in a category that permits the trade, shall be permitted to offer for sale and sell the Securities that they acquire by way of resale to them by one or more of the Underwriters in the Province of Ontario. (dc) Each Underwriter represents and warrants to, and agrees with, the Bank that none of the payments to be made to the Underwriter by the Bank under this Agreement shall be for services rendered in Canada by or on behalf of such Underwriter.

Covenants of the Underwriters. (a) Each Underwriter represents and warrants to, and agrees with, the Bank and each other Underwriter that it has not made, and will not make, any offer relating to the Securities that would constitute a free writing prospectus without the prior consent of the Bank and the Representatives (such consent not to be unreasonably withheld), provided, however, that prior to the preparation of the final term sheet substantially in the form set forth in Schedule 4 hereto, the Underwriters are authorized to use a free writing prospectus that contains only information (i) describing the preliminary terms of the Securities or their offering or (ii) describing the final terms of the Securities which will not be inconsistent with the final term sheet substantially in the form set forth in Schedule 4 hereto. (b) Each Underwriter represents and agrees that it has not offered or sold, directly or indirectly, and that it will not, directly or indirectly, offer, sell or deliver, any of the Securities in or from Canada or to any resident of Canada, provided that the Underwriters may, in their discretion, resell such Securities to the Canadian investment dealer affiliates of CIBC World Markets Corp. and BofA SecuritiesXxxxxxx Lynch, Inc.Pierce, Xxxxxx & Xxxxx Incorporated. (c) None of the Underwriters is acting as an Underwriter of the Securities in any province or territory of Canada and no action on the part of any Underwriter in its capacity as an Underwriter of the offering of Securities will create any impression or support any conclusion that the firm is acting as an Underwriter of the Securities in any province or territory of Canada, provided however the Canadian investment dealers who (i) sign the certificate page to the Canadian Prospectus, and (ii) are duly registered as an investment dealer under the securities laws of the Province of Ontario in a category that permits the trade, shall be permitted to offer for sale and sell the Securities that they acquire by way of resale to them by one or more of the Underwriters in the Province of Ontario. (d) Each Underwriter represents and warrants to, and agrees with, the Bank that none of the payments to be made to the Underwriter by the Bank under this Agreement shall be for services rendered in Canada by or on behalf of such Underwriter.

Covenants of the Underwriters. (a) Each Underwriter represents and warrants toseverally covenants with the Company that, and agrees with, the Bank and each other Underwriter that it has not made, and will not make, any offer relating to the Securities that would constitute a free writing prospectus without the prior consent of the Bank Company and the Representatives (such consent Representatives, it has not to be unreasonably withheld), provided, however, made and will not take any action that prior to the preparation of the final term sheet substantially would result in the form set forth in Schedule 4 hereto, Company being required to file with the Underwriters are authorized to use Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of or used or referred to by such Underwriter that contains only information (i) describing the preliminary terms of the Securities or their offering or (ii) describing the final terms of the Securities which will otherwise would not be inconsistent with required to be filed by the final term sheet substantially in Company thereunder, but for the form set forth in action of such Underwriter; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule 4 II hereto. (b) Each Underwriter represents The Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Shares in the provinces of Canada (a “Selling Firm”). The Underwriters shall, and agrees that it has not shall require any Selling Firm to, comply with Canadian Securities Laws in connection with the distribution of the Shares and offer the Shares for sale only in the provinces of Canada directly and through duly appointed Selling Firms upon the terms and conditions set forth in the Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Shares only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold, directly or indirectly, and that it will not, directly or indirectly, offer, sell or deliver, any . Without limiting the generality of the foregoing, no Shares will be offered for sale or sold in any province of Canada by any Canadian Underwriter (as defined below) or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under Canadian Securities Laws of such province in or from Canada or a category that permits the trade. For the purposes of this Section 8, the Underwriters shall be entitled to any resident assume that the Shares are qualified for distribution in each of the provinces of Canada. For the avoidance of doubt, provided that the Underwriters may, in their discretion, resell such Natixis Securities to the Canadian investment dealer affiliates of CIBC World Markets Corp. and BofA Securities, Inc. (c) None of the Underwriters Americas LLC is not acting as an Underwriter underwriter of the Securities Shares in any province or territory of Canada and no action on the part of any Underwriter Natixis Securities Americas LLC in its capacity as an Underwriter underwriter of the offering of Securities Shares in the United States will create any impression or support any conclusion that the firm is acting as an a Canadian Underwriter of the Securities Shares in any province or territory of Canada, provided however the Canadian investment dealers who . (ic) sign the certificate page to the Canadian Prospectus, and (ii) are duly registered as an investment dealer under the securities laws of the Province of Ontario in a category that permits the trade, shall be permitted to offer for sale and sell the Securities that they acquire by way of resale to them by one or more The obligations of the Underwriters in the Province of Ontariounder this Agreement are several and not joint and several, and no Underwriter will be liable for an act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. (d) Each Underwriter represents The Underwriters that are designated as “Canadian Underwriters” on Schedule I hereto (the “Canadian Underwriters”) shall use their commercially reasonable efforts to complete, and warrants to cause each Selling Firm to complete, the distribution of the Shares as promptly as possible after the Closing Date, and shall, and shall cause each Selling Firm to, and agrees withafter the Closing Date, give prompt written notice to the Bank that none Company when, in the opinion of the payments to be made to Canadian Underwriters, they have completed distribution of the Underwriter by Shares in the Bank under this Agreement shall be for services rendered provinces of Canada, including notice of the total proceeds realized or number of Shares sold in each of the provinces of Canada by or on behalf of such Underwriterand any other jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter represents and warrants to, and agrees with, the Bank and each other Underwriter that it has not made, and will not make, any offer relating to the Securities that would constitute a free writing prospectus without the prior consent of the Bank and the Representatives (such consent not to be unreasonably withheld), provided, however, that prior to the preparation of the final term sheet substantially in the form set forth in Schedule 4 hereto, the Underwriters are authorized to use a free writing prospectus that contains only information (i) describing the preliminary terms of the Securities or their offering or (ii) describing the final terms of the Securities which will not be inconsistent with the final term sheet substantially in the form set forth in Schedule 4 hereto. (b) Each Underwriter represents and agrees that it has not offered or sold, directly or indirectly, and that it will not, directly or indirectly, offer, sell or deliver, any of the Securities in or from Canada or to any resident of Canada, provided that the Underwriters may, in their discretion, resell such Securities to the Canadian investment dealer affiliates of CIBC World Markets Corp. and BofA Securities, HSBC Securities (USA) Inc. (c) None of the Underwriters is acting as an Underwriter of the Securities in any province or territory of Canada and no action on the part of any Underwriter in its capacity as an Underwriter of the offering of Securities will create any impression or support any conclusion that the firm is acting as an Underwriter of the Securities in any province or territory of Canada, provided however the Canadian investment dealers who (i) sign the certificate page to the Canadian Prospectus, and (ii) are duly registered as an investment dealer under the securities laws of the Province of Ontario in a category that permits the trade, shall be permitted to offer for sale and sell the Securities that they acquire by way of resale to them by one or more of the Underwriters in the Province of Ontario. (d) Each Underwriter represents and warrants to, and agrees with, the Bank that none of the payments to be made to the Underwriter by the Bank under this Agreement shall be for services rendered in Canada by or on behalf of such Underwriter.

Covenants of the Underwriters. (a) Each Underwriter represents and warrants to, and agrees with, the Bank and each other Underwriter that it has not made, and will not make, any offer relating to the Securities that would constitute a free writing prospectus (excluding, for the avoidance of doubt, the Investor Presentation) without the prior consent of the Bank and the Representatives (such consent not to be unreasonably withheld), provided, however, that prior to the preparation of the final term sheet substantially in the form set forth in Schedule 4 hereto, the Underwriters are authorized to use a free writing prospectus that contains only information (i) describing the preliminary terms of the Securities or their offering or (ii) describing the final terms of the Securities which will not be inconsistent with the final term sheet substantially in the form set forth in Schedule 4 hereto. (b) Each Underwriter represents and agrees that it has not offered or sold, directly or indirectly, and that it will not, directly or indirectly, offer, sell or deliver, any of the Securities in or from Canada or to any resident of Canada, provided that the Underwriters may, in their discretion, resell such Securities to the Canadian investment dealer affiliates of CIBC World Markets Corp. and BofA Securities, Inc. (c) None of the Underwriters is acting as an Underwriter of the Securities in any province or territory of Canada and no action on the part of any Underwriter in its capacity as an Underwriter of the offering of Securities will create any impression or support any conclusion that the firm is acting as an Underwriter of the Securities in any province or territory of Canada, provided however the Canadian investment dealers who (i) sign the certificate page to the Canadian Prospectus, and (ii) are duly registered as an investment dealer under the securities laws of the Province of Ontario in a category that permits the trade, shall be permitted to offer for sale and sell the Securities that they acquire by way of resale to them by one or more of the Underwriters in the Province of Ontario. (d) Each Underwriter represents and warrants to, and agrees with, the Bank that none of the payments to be made to the Underwriter by the Bank under this Agreement shall be for services rendered in Canada by or on behalf of such Underwriter.

Covenants of the Underwriters. (a) Each Underwriter represents and warrants to, and agrees with, the Bank and each other Underwriter that it has not made, and will not make, any offer relating to the Securities that would constitute a free writing prospectus without the prior consent of the Bank and the Representatives (such consent not to be unreasonably withheld), provided, however, that prior to the preparation of the final term sheet substantially in the form set forth in Schedule 4 hereto, the Underwriters are authorized to use a free writing prospectus that contains only information (i) describing the preliminary terms of the Securities or their offering or (ii) describing the final terms of the Securities which will not be inconsistent with the final term sheet substantially in the form set forth in Schedule 4 hereto. (b) Each Underwriter represents and agrees that it has not offered or sold, directly or indirectly, and that it will not, directly or indirectly, offer, sell or deliver, any of the Securities in or from Canada or to any resident of Canada, provided that the Underwriters may, in their discretion, resell such Securities to the Canadian investment dealer affiliates affiliate of CIBC World Markets Corp. and BofA SecuritiesEach Underwriter further agrees that it will include a comparable provision in any sub-underwriting, Inc. banking group or selling group agreement or similar arrangement with respect to the Securities that may be entered into by such Underwriter. CIBC World Markets Corp. further agrees that (ci) None any offer or sale (including any offer or sale by its Canadian investment dealer affiliate) of the Underwriters is acting as an Underwriter Notes purchased by it hereunder in Canada or to any resident of Canada shall only be effected on a private placement basis in accordance with applicable exemptions under the applicable securities laws in the relevant jurisdictions; and (ii) it will not distribute or deliver the Prospectus or Prospectus Supplement or any other offering material relating to Securities purchased by it hereunder, in Canada in contravention of the Securities in any province securities laws or territory regulations of Canada and no action on the part of any Underwriter in its capacity as an Underwriter of the offering of Securities will create any impression or support any conclusion that the firm is acting as an Underwriter of the Securities in any province or territory of Canada, provided however the Canadian investment dealers who (i) sign the certificate page to the Canadian Prospectus, and (ii) are duly registered as an investment dealer under the securities laws of the Province of Ontario in a category that permits the trade, shall be permitted to offer for sale and sell the Securities that they acquire by way of resale to them by one or more of the Underwriters in the Province of Ontario. (dc) Each Underwriter represents and warrants to, and agrees with, the Bank that none of the payments to be made to the Underwriter by the Bank under this Agreement shall be for services rendered in Canada by or on behalf of such Underwriter.

Covenants of the Underwriters. (a) Each Underwriter represents and warrants to, and agrees with, the Bank and each other Underwriter that it has not made, and will not make, any offer relating to the Securities that would constitute a free writing prospectus without the prior consent of the Bank and the Representatives (such consent not to be unreasonably withheld), provided, however, that prior to the preparation of the final term sheet substantially in the form set forth in Schedule 4 hereto, the Underwriters are authorized to use a free writing prospectus that contains only information (i) describing the preliminary terms of the Securities or their offering or (ii) describing the final terms of the Securities which will not be inconsistent with the final term sheet substantially in the form set forth in Schedule 4 hereto. (b) Each Underwriter represents and agrees that it has not offered or sold, directly or indirectly, and that it will not, directly or indirectly, offer, sell or deliver, any of the Securities in or from Canada or to any resident of Canada, provided that the Underwriters may, in their discretion, resell such Securities to the Canadian investment dealer affiliates of CIBC World Markets Corp. and BofA Securities, Citigroup Global Markets Inc. (c) None of the Underwriters is acting as an Underwriter of the Securities in any province or territory of Canada and no action on the part of any Underwriter in its capacity as an Underwriter of the offering of Securities will create any impression or support any conclusion that the firm is acting as an Underwriter of the Securities in any province or territory of Canada, provided however the Canadian investment dealers who (i) sign the certificate page to the Canadian Prospectus, and (ii) are duly registered as an investment dealer under the securities laws of the Province of Ontario in a category that permits the trade, shall be permitted to offer for sale and sell the Securities that they acquire by way of resale to them by one or more of the Underwriters in the Province of Ontario. (d) Each Underwriter represents and warrants to, and agrees with, the Bank that none of the payments to be made to the Underwriter by the Bank under this Agreement shall be for services rendered in Canada by or on behalf of such Underwriter.

Covenants of the Underwriters. (a) Each Underwriter represents and warrants to, and agrees with, the Bank and each other Underwriter that it has not made, and will not make, any offer relating to the Securities that would constitute a free writing prospectus without the prior consent of the Bank and the Representatives (such consent not to be unreasonably withheld), provided, however, that prior to the preparation of the final term sheet substantially in the form set forth in Schedule 4 hereto, the Underwriters are authorized to use a free writing prospectus that contains only information (i) describing the preliminary terms of the Securities or their offering or (ii) describing the final terms of the Securities which will not be inconsistent with the final term sheet substantially in the form set forth in Schedule 4 hereto. (b) Each Underwriter (i) represents and agrees that it has not offered or sold, directly or indirectly, and that agrees, that, except as permitted in Section 7(c), it will not, directly or indirectly, offer, sell or deliver, any of the Securities in or from Canada or to any resident of CanadaCanada and (ii) agrees that it will include a comparable provision to clause (i) above of this Section 7(b) in any sub-underwriting, provided that the Underwriters may, in their discretion, resell such Securities banking group or selling group agreement or similar arrangement with respect to the Canadian investment dealer affiliates of CIBC World Markets Corp. and BofA Securities, Inc.Securities that may be entered into by such Underwriter. (c) Notwithstanding the provisions of Section 7(b), the Securities may be offered for sale or sold in the Province of Ontario, in accordance with the securities laws of the Province of Ontario, by one or more registered dealers or brokers appointed by the Underwriters, at their sole expense and as their agents to assist in the distribution of the Securities, that is duly registered as a dealer under the securities laws of the Province of Ontario in a category that permits the trade. None of the Underwriters is acting as an Underwriter of the Securities in any province or territory of Canada and no action on the part of any Underwriter in its capacity as an Underwriter of the offering of Securities will create any impression or support any conclusion that the firm is acting as an Underwriter of the Securities in any province or territory of Canada, provided however the Canadian investment dealers broker dealer affiliates of CIBC World Markets Corp. and Citigroup Global Markets Inc. who (i) sign the certificate page to the Canadian Prospectus, and (ii) are duly registered as an investment a dealer under the securities laws of the Province of Ontario in a category that permits the trade, shall be permitted to offer for sale and sell the Securities that they acquire by way of resale to them by one or more of the Underwriters in the Province of Ontario. (d) Each Underwriter represents and warrants to, and agrees with, the Bank that none of the payments to be made to the Underwriter by the Bank under this Agreement shall be for services rendered in Canada by or on behalf of such Underwriter.