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 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 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 (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.

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 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.