Common use of Covenants of the Underwriters Clause in Contracts

Covenants of the Underwriters. Each Underwriter covenants and agrees that: a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. Each Underwriter covenants The Underwriters covenant and agrees agree with the Company that: (a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not provided and will not use, authorize use of, refer to, or participate provide to any potential investor any information that would constitute “issuer information” within the meaning of Rule 433(h) under the Securities Act other than information contained in the planning for use of, any “free writing prospectus” Preliminary Term Sheet (as defined in Rule 405 herein). (b) In disseminating information to prospective investors, it has complied and will continue to comply fully with the rules and regulations, including, but not limited to Rules 164 and 433 under the Securities Act) (which term includes use Act and the requirements thereunder for filing and retention of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) belowprospectuses. (c) It has not disseminated and will not distribute disseminate any Underwriter Free Writing Prospectus referred information relating to the Offered Certificates in Section 8(b)(iireliance on Rule 167 or 426 under the Securities Act. (d) It has not disseminated and will not disseminate any information relating to the Offered Certificates in a manner reasonably designed to lead to its broad unrestricted dissemination unless within the Province has consented in advance in writing to such dissemination. dmeaning of Rule 433(d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. (e) It Each Free Writing Prospectus disseminated by such Underwriter bore or will bear the applicable legends required under this Agreement, and no Free Writing Prospectus disseminated by such Underwriter bore or will bear any legend prohibited under this Agreement. (f) Prior to entering into any Contract of Sale, the Underwriters shall convey the Pricing Free Writing Prospectus to each prospective investor. The Underwriters shall maintain sufficient records to document its conveyance of the Pricing Free Writing Prospectus to each potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the rules and regulations. (g) On or before the Closing Date, the Underwriters shall execute and deliver to Xxxxxxx Xxxxxxxx & Xxxx llp a copy of the original issue discount pricing letter provided to the Representative by Xxxxxxx Xxxxxxxx & Wood llp. (h) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), they have not subject made and will not make an offer of Underwritten Certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Underwritten Certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Underwritten Certificates to the public in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any pending proceeding under Section 8A legal entity which has two or more of (x) an average of at least 250 employees during the last financial year; (y) a total balance sheet of more than €43,000,000 and (z) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Securities Act Prospectus Directive. For the purposes of this Section, the expression an “offer of Underwritten Certificates to the public” in relation to any certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Certificates to be offered so as to enable an investor to decide to purchase or subscribe for the offered certificates, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. (i) Each confirmation of sale with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) Offered Certificates delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a dealer legend to the following effect in compliance with Rule 173: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may be required request a copy of the final prospectus at xxx.xxx.xxx, or by the Securities Act)calling (000) 000-0000.

Covenants of the Underwriters. Each Underwriter covenants (1) The Underwriters hereby covenant and agrees thatagree with the Company as follows: (a) It During the period of distribution of the Units by or through the Underwriters or a Selling Firm, the Underwriters will offer and sell, and the Underwriters will require any Selling Firm to agree to offer and sell, the Units to the public only in the Qualifying Jurisdictions or where they may lawfully be offered for sale or sold and as described in the Offering Documents, only as permitted by, and in accordance with, Applicable Securities Laws, and they shall ensure that each Selling Firm (other than the Underwriters), prior to its appointment as such, has delivered to the Underwriters an undertaking to the foregoing effect. For the purposes of this paragraph 10(1)(a), the Underwriters shall be entitled to assume that the Units are qualified for distribution in any Qualifying Jurisdiction where a receipt for the Final Prospectus has been issued. (b) The Underwriters will comply with, and will require any Selling Firm to agree to comply with, and will cause their respective U.S. Affiliates to comply with, the Representatives Underwriting Agreement and U.S. Securities Laws in connection with the offer to sell and the distribution of the Units. (c) The Underwriters will not, will cause their U.S. Affiliates not to and will require any Selling Firm to agree not to, directly or indirectly, solicit offers to purchase or sell the Units or deliver any Offering Document to Purchasers so as to require registration of the Province Units or filing of a letter prior prospectus or registration statement with respect to those Units under the Closing Date containing laws of any jurisdiction other than the total Qualifying Jurisdictions, including the United States. The Underwriters agree on their own behalf and on behalf of their respective U.S. Affiliates and will require any Selling Firm to agree, that any offers or sales of the Securities made in the initial distribution Units in the United States together and to U.S. Persons will be made in accordance with an estimate the terms and conditions set out in Schedule “A” to this Underwriting Agreement. The terms and conditions and the representations, warranties and covenants of the parties contained in Schedule “A” are incorporated by reference herein and form part of this Underwriting Agreement. (d) The Underwriters will not make use of any “greensheet” in respect of the Company and the Offering without the prior approval of the Company, acting reasonably, and in compliance with all applicable Laws (including Applicable Securities Laws). (e) The Underwriters, and any Selling Firm appointed hereunder, will use their reasonable best efforts to complete the distribution of the Units as promptly as possible after the Time of Closing. The Underwriters will notify the Company as soon as possible when, in the Underwriters’ opinion, the Underwriters and the Selling Firms have ceased the distribution of the Units and, within 30 days after completion of the distribution, will provide the Company, in writing, with a breakdown of the number of Securities reasonably expected to be sold within the United States Units distributed in secondary market transactions within 40 days each of the Closing Date; providedQualifying Jurisdictions where that breakdown is required by a Securities Commission for the purpose of calculating fees payable to, or making filings with, that Securities Commission. (f) Upon the Company obtaining the necessary receipts therefor in each Qualifying Jurisdiction, the Underwriters shall bear no responsibility for deliver one copy of the Amended Preliminary Prospectus, the Final Prospectus and any discrepancy between such estimate and Supplementary Material to each of the actual number Purchasers within one Business Day of Securities sold within the United States pursuant to such secondary market transactions in such time periodreceipt thereof. b(g) It has not and The Underwriters will not use, authorize use of, refer to, make any representations or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act warranties with respect to the offering Company or the Units other than as set forth in this Agreement, the Offering Documents or otherwise with the prior approval of the Company. (and will promptly notify h) Provided that the Province if any such proceeding against Underwriters are satisfied, in their sole discretion, acting reasonably, that it is initiated during responsible for them to do so, they will execute and deliver to the period that delivery Company, on a timely basis, the certificates required to be executed by them under Applicable Securities Laws in connection with the Offering Documents. (2) No Underwriter shall be liable to the Company under this Section 10 with respect to a default by any of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act)other Underwriters.

Covenants of the Underwriters. Each Underwriter covenants The Underwriters covenant and agrees agree with the Company that: (a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not provided and will not use, authorize use of, refer to, or participate provide to any potential investor any information that would constitute “issuer information” within the meaning of Rule 433(h) under the Securities Act other than information contained in the planning for use of, any “free writing prospectus” Preliminary Term Sheet (as defined in Rule 405 herein). (b) In disseminating information to prospective investors, it has complied and will continue to comply fully with the rules and regulations, including, but not limited to Rules 164 and 433 under the Securities Act) (which term includes use Act and the requirements thereunder for filing and retention of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) belowprospectuses. (c) It has not disseminated and will not distribute disseminate any Underwriter Free Writing Prospectus referred information relating to the Offered Certificates in Section 8(b)(iireliance on Rule 167 or 426 under the Securities Act. (d) It has not disseminated and will not disseminate any information relating to the Offered Certificates in a manner reasonably designed to lead to its broad unrestricted dissemination unless within the Province has consented in advance in writing to such dissemination. dmeaning of Rule 433(d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. (e) It Each Free Writing Prospectus disseminated by such Underwriter bore or will bear the applicable legends required under this Agreement, and no Free Writing Prospectus disseminated by such Underwriter bore or will bear any legend prohibited under this Agreement. (f) Prior to entering into any Contract of Sale, the Underwriters shall convey the Pricing Free Writing Prospectus to each prospective investor. The Underwriters shall maintain sufficient records to document its conveyance of the Pricing Free Writing Prospectus to each potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the rules and regulations. (g) On or before the Closing Date, the Underwriters shall execute and deliver to Xxxxxxx Xxxxxxxx & Xxxx llp a copy of the original issue discount pricing letter provided to the Representative by Xxxxxxx Xxxxxxxx & Wood llp. (h) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), they have not subject made and will not make an offer of Underwritten Certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Underwritten Certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Underwritten Certificates to the public in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any pending proceeding under Section 8A legal entity which has two or more of (x) an average of at least 250 employees during the last financial year; (y) a total balance sheet of more than €43,000,000 and (z) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Securities Act Prospectus Directive. For the purposes of this Section, the expression an “offer of Underwritten Certificates to the public” in relation to any certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Certificates to be offered so as to enable an investor to decide to purchase or subscribe for the offered certificates, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. (i) Each confirmation of sale with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) Offered Certificates delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a dealer legend to the following effect in compliance with Rule 173: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may be required request a copy of the final prospectus at xxx.xxx.xxx, or by the Securities Act)calling [ ].

Covenants of the Underwriters. Each Underwriter covenants and agrees that: a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act). f) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, Deutsche Bank AG, London Branch (the “UK Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Preliminary Final Prospectus and the Final Prospectus in connection with the Securities. The Province and each of the Underwriters (other than the UK Manufacturer) note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturer under the UK MiFIR Product Governance Rules and the related information set out in the Preliminary Final Prospectus and the Final Prospectus in connection with the Securities. g) Solely for the purposes of the requirements of Article 9

Covenants of the Underwriters. (a) Each Underwriter severally represents and warrants to the Company that it has not taken, and covenants with the Company that it shall not take, any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder. (b) Each of the Underwriters, severally and not jointly, represents and agrees that: a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It it has not and will not useoffer, authorize use ofsell, refer or deliver any of the Securities, directly or indirectly, or distribute the Prospectus or any other offering material relating to the Securities, in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations and that will not impose any obligations on the Company except as set forth herein. (c) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of Securities to the public in that Relevant Member State other than: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities shall require the Company or the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For purposes of the above provision, the expression “an offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (d) Each Underwriter represents and agrees that, in the United Kingdom, the preliminary prospectus and the Prospectus document has been and will be distributed only to, and has been and will be directed only at, and any offer has been or participate in the planning for use of, any will only directed at persons who are “free writing prospectusqualified investors” (as defined in Rule 405 under the Securities ActProspectus Directive) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Issuer Free Writing Prospectus substantially in Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005, as amended (the form of Schedule I hereto or prepared pursuant to Section 6(c“Order”) above, or and/or (ii) any “free writing prospectus” prepared by who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” persons together being referred to in this clause (ii), an as “Underwriter Free Writing Prospectusrelevant persons”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. The Corporation and the Guarantor are advised by the Manager that the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, propose to make a public offering of their respective portions of the Notes as soon after this Agreement is entered into as in the Manager’s judgment is advisable. The terms of the public offering of the Notes and the Guarantee are set forth in the Time of Sale Prospectus and the Prospectus. Each Underwriter covenants and agrees with the Corporation that: (a) It In connection with the offering of the Notes on behalf of the Corporation, each Underwriter confirms its awareness of, and agrees that it will cause the Representatives solicit offers to deliver to the Province a letter prior to the Closing Date containing the total purchase Notes and effect sales of the Securities made in the initial distribution Notes in the United States together only in compliance with an estimate the requirements of United States law applicable to it, including without limitation, the Act, the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act Regulations and the rules and regulations of the number of Securities reasonably expected Financial Industry Regulatory Authority (“FINRA”); additionally, each Underwriter severally represents to be sold within and agrees that it has complied and will comply with the United States selling restrictions contained in secondary market transactions within 40 days Schedule III hereto; and (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Corporation, the Guarantor and each other Underwriter that, unless it obtains the consent of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Corporation and the actual number of Securities sold within other applicable Underwriters (if any) prior to the United States pursuant to such secondary market transactions in such time period. b) It use thereof, it has not made and will not use, authorize use of, refer to, or participate in make any offer relating to the planning for use of, any Notes that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or Act required to be filed with the SEC; Commission, provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the prior consent of the Province; provided further that Corporation and the other applicable Underwriters (if any) shall be deemed to have been given in respect of any Underwriter using such term sheet shall notify Issuer Free Writing Prospectus, including any Terms Sheet (as defined in Section 3.A(h)(2)) agreed among the Province, Corporation and provide a copy the Manager on behalf of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation and to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. ecommunications described in Sections 3.A(j) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act3.B(f).

Covenants of the Underwriters. Each Underwriter covenants and hereby severally agrees thatas follows: (a) It will cause the Representatives To not use or refer to, or authorize any other person to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, or refer to, or participate in the planning for use of, any “free writing prospectus” (, as defined in Rule 405 under the Securities Act) Act (which term includes use of any written information furnished to the SEC Commission by the Province Company or the Parent and not incorporated by reference into the Registration Statement and any press release issued by the ProvinceCompany or the Parent) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Issuer Free Writing Prospectus substantially Securities Act) that was not included in the form of Schedule I hereto Preliminary Prospectus or prepared pursuant to Section 6(c) abovea previously filed free writing prospectus, or (ii) any “free writing prospectus” prospectus listed on Schedule III hereto, or (iii) any free writing prospectus prepared by such Underwriter and provided to and consented to approved by the Province Company or the Parent in advance in writing (each such “free writing prospectus” prospectus referred to in this clause clauses (iii) or (iii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c(b) It has not and will To not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii7(a)(i) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d(c) It has not and will To not, without the prior written consent of the ProvinceCompany or the Parent, use any “free writing prospectus” prospectus that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be a free writing prospectus filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all Commission. (d) Pursuant to reasonable procedures developed in good faith, to retain copies of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such each free writing prospectus used or referred to by it, in accordance with the SEC pursuant to Rule 433 under the Securities Act. (e) It is not subject If at any time prior to the Closing Date any pending proceeding under Section 8A event shall occur or condition shall exist as a result of which an Underwriter Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, to immediately notify the Company or the Parent thereof and forthwith prepare and file with the Commission (to the extent required) and furnish to the Company or the Parent, such amendments or supplements to such Underwriter Free Writing Prospectus as may be necessary to eliminate or correct such conflict. (f) To allocate sales of the Securities Act with respect to Bonds such that no person will be the beneficial owner, as that term is defined under the Exchange Act, of more than $20,000,000 aggregate principal amount of Bonds at the completion of the offering (and will promptly notify distribution of the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act)Bonds.

Covenants of the Underwriters. Each Underwriter covenants and hereby severally agrees thatas follows: (a) It will cause the Representatives To not use or refer to, or authorize any other person to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, or refer to, or participate in the planning for use of, any “free writing prospectus” (, as defined in Rule 405 under the Securities Act) Act (which term includes use of any written information furnished to the SEC Commission by the Province Company and not incorporated by reference into the Registration Statement and any press release issued by the ProvinceCompany) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Issuer Free Writing Prospectus substantially Securities Act) that was not included in the form of Schedule I hereto Preliminary Prospectus or prepared pursuant to Section 6(c) abovea previously filed free writing prospectus, or (ii) any “free writing prospectus” prospectus listed on Schedule II hereto, or (iii) any free writing prospectus prepared by such Underwriter and provided to and consented to approved by the Province Company in advance in writing (each such “free writing prospectus” prospectus referred to in this clause clauses (iii) or (iii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c(b) It has not and will To not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii8(a)(i) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d(c) It has not and will To not, without the prior written consent of the ProvinceCompany, use any “free writing prospectus” prospectus that contains the final terms of the Securities Shares unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be a free writing prospectus filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all Commission. (d) Pursuant to reasonable procedures developed in good faith, to retain copies of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such each free writing prospectus used or referred to by it, in accordance with the SEC pursuant to Rule 433 under the Securities Act. (e) It is not subject to If at any pending proceeding under Section 8A of the Securities Act with respect time prior to the offering (and will promptly Closing Date any event shall occur or condition shall exist as a result of which an Underwriter Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, to immediately notify the Province if any Company thereof and forthwith prepare and file with the Commission (to the extent required) and furnish to the Company, such proceeding against it is initiated during the period that delivery of a prospectus (amendments or in lieu thereof the notice referred supplements to in Rule 173 under the Securities Act) by an such Underwriter or a dealer Free Writing Prospectus as may be required by the Securities Act)necessary to eliminate or correct such conflict.

Covenants of the Underwriters. Each Underwriter covenants and agrees that: a) It They will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, provided that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Seller that other than the Province Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and any materials included in a letter prior to Road Show authorized or approved by the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Seller and the actual number of Securities sold within Servicer, without the United States pursuant to Servicer’s prior written approval, such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the Notes by the Province Rating Agencies and (E) any materials included in advance a Road Show (excluding the requirement for a presentation by issuer’s management) (notwithstanding the foregoing, each Underwriter agrees not to use any portion of any Road Show in a manner that would require the Seller or the Servicer to file with the Commission such portion of any Road Show as a free writing prospectus) (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Seller or the Servicer, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Seller or the Servicer shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) - (5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (i) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (ii) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Act)purpose of (a) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (b) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Covenants of the Underwriters. Each Underwriter covenants hereby represents and agrees that: (a) It it has not and will cause not distribute any free writing prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination, and it will not otherwise be required to file any free writing prospectus with the Representatives Commission, in accordance with Rule 433 under the Securities Act, as a result of any action taken or caused to deliver be taken by such Underwriter, unless such action is consented to in advance by the Province a letter Guarantor; (b) it has not and will not, without the prior to written consent of the Closing Date containing Guarantor, use any free writing prospectus that contains the total sales final terms of the Securities made unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that Underwriters may use a term sheet substantially in the initial distribution in form of Schedule II hereto without the United States together with an estimate consent of the number Company; and provided further that any Underwriter using such term sheet shall notify the Guarantor, and provide a copy of Securities reasonably expected such term sheet to be sold within the United States in secondary market transactions within 40 days Guarantor, prior to, or substantially concurrently with, the first use of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period.term sheet; b(c) It it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (”, as defined in Rule 405 under the Securities Act) Act (which term includes use of any written information furnished to the SEC Commission by the Province PartnerRe Entities and not incorporated by reference into the Registration Statement and any press release issued by the ProvincePartnerRe Entities) other than (i) one or more term sheets relating to the Securities which are not Issuer Free Writing Prospectus substantially in Prospectuses and which contain preliminary terms of the form of Securities and related customary information not inconsistent with the final term sheet filed by the PartnerRe Entities pursuant to Section 6(h) hereof, (ii) any issuer free writing prospectus listed on Schedule I hereto II or prepared pursuant to Section 6(c6(h) above, or (iiiii) any “free writing prospectus” prospectus prepared by such Underwriter and provided to and consented to approved by the Province PartnerRe Entities in advance in writing (each such “free writing prospectus” prospectus referred to in this clause clauses (ii), i) or (iii) an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(dand (d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus used or referred to by it, complied or will comply in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed all material respects with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. Each Underwriter covenants hereby represents and agrees that: (a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to, to or participate in the planning for use of, any “free writing prospectus” (”, as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC Commission by the Province Company and not incorporated by reference into the Registration Statement and any press release issued by the ProvinceCompany) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the preliminary prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus substantially in the form of listed on Schedule I B-2 hereto or prepared pursuant to Section 6(c3(l) aboveabove (including any electronic road show approved in advance by the Company), or (iiiii) any “free writing prospectus” prospectus prepared by such Underwriter underwriter and provided to and consented to approved by the Province Company in advance in writing (each such “free writing prospectus” prospectus referred to in this clause clauses (iii) or (iii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. (b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Securities unless such terms have previously been included in a free writing prospectus filed with the Commission. (c) It is not subject to any pending proceeding under Section 8A of the 1933 Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period). (d) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii4(a)(i) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d(e) It has The Underwriters (A) have not and will not, without engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with entities that are qualified institutional buyers within the prior written consent meaning of Rule 144A of the Province, use any “free writing prospectus” 1933 Act Regulations or institutions that contains are accredited investors within the final terms meaning of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 501 under the Securities Act1933 Act and (B) have not distributed any Written Testing-the-Waters Communications other than those listed on Schedule B-3 hereto. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Seller that other than the Province a letter prior to Preliminary Prospectus, the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Ratings Free Writing Prospectus and the actual number of Securities sold within Final Prospectus, without the United States pursuant to Servicer’s prior written approval, such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations and (D) information regarding the credit ratings assigned to the Notes by the Province in advance in writing Rating Agencies (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Seller or the Servicer, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Seller or the Servicer shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) - (5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Actpurpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables. 11 (Nissan 2015-A Underwriting Agreement).

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Depositor that other than the Province Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and any materials included in a letter Road Show authorized or approved by the Depositor and NMAC, without NMAC’s prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; providedwritten approval, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the Notes by the Province Rating Agencies and (E) any materials included in advance a Road Show (notwithstanding the foregoing, each Underwriter agrees not to use any portion of the Road Shows in a manner that would require the Depositor or NMAC to file with the Commission such portion of the Road Shows as a free writing prospectus) (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Depositor or NMAC, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Depositor or NMAC shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) - (5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Depositor and the Servicer that on or prior to the Series 0000-X Xxxxxxxx Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Act)purpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Covenants of the Underwriters. Each Underwriter covenants The Underwriters covenant and agrees agree with the Company that: (a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not provided and will not use, authorize use of, refer to, or participate provide to any potential investor any information that would constitute “issuer information” within the meaning of Rule 433(h) under the Securities Act other than information contained in the planning for use of, any “free writing prospectus” Preliminary Term Sheet (as defined in Rule 405 herein). (b) In disseminating information to prospective investors, it has complied and will continue to comply fully with the rules and regulations, including, but not limited to Rules 164 and 433 under the Securities Act) (which term includes use Act and the requirements thereunder for filing and retention of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) belowprospectuses. (c) It has not disseminated and will not distribute disseminate any Underwriter Free Writing Prospectus referred information relating to the Offered Certificates in Section 8(b)(iireliance on Rule 167 or 426 under the Securities Act. (d) It has not disseminated and will not disseminate any information relating to the Offered Certificates in a manner reasonably designed to lead to its broad unrestricted dissemination unless within the Province has consented in advance in writing to such dissemination. dmeaning of Rule 433(d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. (e) It Each Free Writing Prospectus disseminated by such Underwriter bore or will bear the applicable legends required under this Agreement, and no Free Writing Prospectus disseminated by such Underwriter bore or will bear any legend prohibited under this Agreement. (f) Prior to entering into any Contract of Sale, the Underwriters shall convey the Pricing Free Writing Prospectus to each prospective investor. The Underwriters shall maintain sufficient records to document its conveyance of the Pricing Free Writing Prospectus to each potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the rules and regulations. (g) On or before the Closing Date, the Underwriters shall execute and deliver to Thaxxxx Xxxxxxxx & Woox xxp a copy of the original issue discount pricing letter provided to the Representative by Thaxxxx Xxxxxxxx & Wood llp. (h) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), they have not subject made and will not make an offer of Underwritten Certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Underwritten Certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Underwritten Certificates to the public in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any pending proceeding under Section 8A legal entity which has two or more of (x) an average of at least 250 employees during the last financial year; (y) a total balance sheet of more than €43,000,000 and (z) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Securities Act Prospectus Directive. For the purposes of this Section, the expression an “offer of Underwritten Certificates to the public” in relation to any certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Certificates to be offered so as to enable an investor to decide to purchase or subscribe for the offered certificates, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. (i) Each confirmation of sale with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) Offered Certificates delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a dealer legend to the following effect in compliance with Rule 173: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may be required request a copy of the final prospectus at www.xxx.xxx, xr by the Securities Act)calling (860) 000-0000.

Covenants of the Underwriters. Each Underwriter covenants and agrees 2.1 The Underwriters covenant with the REIT that: a) It will cause 2.1.1 during the Representatives to deliver course of the distribution of the Offered Units to the Province public by or through the Underwriters, they will offer the Offered Units for sale to the public on behalf of the REIT, directly and through other investment dealers and brokers (the Underwriters, together with such investment dealers and brokers, are referred to herein as the "Selling Firms") in the Qualifying Jurisdictions and complete the distribution of the Offered Units only as permitted by and in accordance with applicable Securities Laws which, for greater certainty, shall include delivery by the Underwriters of a letter copy of the Prospectus and any Amendment to each purchaser of Offered Units from the Underwriters, and, subject as hereinafter provided, as permitted by the U.S. Securities Laws, only upon the terms and conditions set forth in this Agreement and that they will not, directly or indirectly, offer Offered Units for sale in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the REIT having any reporting or other obligation in such jurisdiction, including, without limitation, the United States or any state thereof, and they shall ensure that each Selling Firm (other than the Underwriters), prior to its appointment as such, has delivered to the Closing Date containing Underwriters an undertaking to the total sales foregoing effect. For the purposes of this paragraph 2.1.1, the Underwriters shall be entitled to assume that the Offered Units are qualified for distribution in any province of Canada referred to in the final NP 11-202 receipt for the Prospectus obtained from the Ontario Securities Commission following the filing of the Prospectus until the Underwriters receive written notice to the contrary from the REIT or the applicable Securities made in the initial distribution Commissions; 2.1.2 any offer of Offered Units in the United States will be made in accordance with U.S. Securities Laws and with Schedule A hereto, which is incorporated by reference herein and made a part hereof; 2.1.3 any Person in the United States who is offered any Offered Units in accordance with Schedule A attached hereto will be provided with a copy of either the Preliminary Prospectus or the Prospectus, together with a copy of the Preliminary U.S. Private Placement Memorandum or the U.S. Private Placement Memorandum, as applicable, and any Person in the United States who purchases Offered Units in accordance with Schedule A hereto will be provided with a copy of the Prospectus, together with the U.S. Private Placement Memorandum, in each case, in a form to be mutually agreed upon by the REIT and the Underwriters, acting reasonably; 2.1.4 notwithstanding the foregoing provisions of this paragraph 2.1, no Underwriter will be liable to the REIT with respect to a default by another Underwriter or a Selling Firm appointed by another Underwriter under this paragraph 2.1; 2.1.5 without the approval of the REIT, acting reasonably, they will not (i) make use of any "greensheet" relating to the Offering, or (ii) provide to any potential investors of the Offered Units any marketing materials other than the Term Sheet; 2.1.6 they will provide a copy of the Preliminary Prospectus, the Prospectus and any Amendment to each potential investor of the Offered Units who receives any Marketing Documents and expresses an estimate interest in acquiring the Offered Units; 2.1.7 they will complete and will use their commercially reasonable efforts to cause their Selling Firms, if any, to complete the distribution of the Offered Units as promptly as possible after the Closing Time or Over-Allotment Closing Time, as applicable, and Desjardins, on behalf of the Underwriters, will notify the REIT when, in its opinion, the distribution of the Offered Units shall have ceased and provide a breakdown of the number of Securities reasonably expected to be sold within Offered Units distributed in each Qualifying Jurisdiction where such breakdown is required for the United States in secondary market transactions within 40 days purpose of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer calculating fees payable to, or participate reimbursable by, a Securities Commission, provided that such breakdown shall be provided on a Business Day no later than 30 days following the date on which the distribution of the Offered Units shall have ceased; 2.1.8 they will not make any representations or warranties with respect to the REIT or the Offered Units other than as set forth in this Agreement, the planning for use ofPreliminary Prospectus, the Prospectus, any “free writing prospectus” (as defined Amendment or otherwise without the written approval of the REIT, acting reasonably; 2.1.9 provided that they are satisfied, in Rule 405 under the Securities Act) (which term includes use of any written information furnished their sole discretion that it is responsible for them to do so, they will execute and deliver to the SEC REIT the certificates required to be executed by the Province Underwriters under applicable Securities Laws in connection with the Preliminary Prospectus, the Prospectus and any Amendment; and 2.1.10 the obligations of the Underwriters under this Agreement, including Schedule A hereto, are several and not joint and several, and no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. 2.2 The Underwriters represent, warrant and covenant that (i) other than the Term Sheet, no marketing materials in respect of the REIT Units that would be required to be incorporated by reference into the Registration Statement and Preliminary Prospectus, Prospectus or any press release issued Amendment have been provided by it to any potential investors of the ProvinceREIT Units prior to the execution of this Agreement, (ii) other than the Term Sheet (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant such other materials as are required to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided be delivered to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (iia potential investor under applicable Securities Laws), an no other marketing materials in respect of the REIT Units will be provided by it to any potential investors of the REIT Units without the prior written agreement of the REIT and the Joint Bookrunners, on behalf of the Underwriters, approving the template version of such additional marketing materials; and (iii) no “Underwriter Free Writing Prospectus”); standard term sheet” in respect of the REIT Units will be provided that by it to any potential investors of the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, REIT Units without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities ActREIT. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Depositor that other than the Province Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and any materials included in a letter Road Show authorized or approved by the Depositor and NMAC, without NMAC’s prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; providedwritten approval, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the Notes by the Province Rating Agencies and (E) any materials included in advance a Road Show (notwithstanding the foregoing, each Underwriter agrees not to use any portion of the Road Shows in a manner that would require the Depositor or NMAC to file with the Commission such portion of the Road Shows as a free writing prospectus) (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Depositor or NMAC, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Depositor or NMAC shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1)—(5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Depositor and the Servicer that on or prior to the Series 2017-A Issuance Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Act)purpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Seller that other than the Province a letter prior to Preliminary Prospectus, the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Ratings Free Writing Prospectus and the actual number of Securities sold within Final Prospectus, without the United States pursuant to Servicer’s prior written approval, such secondary market transactions in such time period. b) It Underwriter has not made, 10 (Nissan 2014-B Underwriting Agreement) used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations and (D) information regarding the credit ratings assigned to the Notes by the Province in advance in writing Rating Agencies (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Seller or the Servicer, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Seller or the Servicer shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1)—(5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any 11 (Nissan 2014-B Underwriting Agreement) oral or written information provided to a dealer may be required by Rating Agency for the Securities Act)purpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Covenants of the Underwriters. 6.1 Each Underwriter severally covenants and agrees thatwith the Corporation that it shall: (a) It will conduct its activities in attempting to sell the Purchased Securities, directly and through other registered dealers (or other dealers duly qualified in their respective jurisdictions) (the “Selling Firms”) in compliance with all relevant laws and regulatory requirements; (b) not be liable to the Corporation under this Section 6.1 with respect to a default by another Underwriter (or another Selling Firm that is not an affiliate of such Underwriter); (c) deliver one copy of the Prospectus to each Purchaser or prospective purchaser of Purchased Securities; (d) offer and cause the Representatives Selling Firms to deliver offer the Purchased Securities for sale to the Province a letter prior public and sell the Purchased Securities only in those Jurisdictions where they may lawfully be offered for sale; (e) from the date of commencement of the distribution of the Purchased Securities to the Closing Date containing date such distribution ceases, each Underwriter and Selling Firm (i) will not make use of any “bluesheet” or provide any other Marketing Materials other than the total sales December 2014 Marketing Materials in respect of the Purchased Securities made in without the initial distribution in the United States together with an estimate approval of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear Corporation and no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectusstandard term sheet” (as defined in Rule 405 under NI 41-101) in respect of the Purchased Securities Act) (which term includes use will be provided by them to any potential investors of any written information furnished to the SEC by Purchased Securities without the Province approval of the Corporation; and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet the Base Prospectus to each potential investor of the ProvincePurchased Securities who receives the December 2014 Marketing Materials; and (f) use reasonable best efforts (taking into account the respective interests of each of the Corporation and the Underwriters) to complete, prior to, or substantially concurrently withand cause the Selling Firms to complete, the first use distribution of such term sheet; and provided further that such Bloomberg term sheetthe Purchased Securities as soon as possible after the Time of Closing. The Underwriters shall notify the Corporation when, solely as a result of use by in the Underwriters’ opinion, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A distribution of the Purchased Securities Act has been completed and provide the Corporation, as soon as reasonably practical thereafter, with respect to a breakdown of the offering (and will promptly notify number of Purchased Securities distributed in each of the Province if any Qualifying Jurisdictions where such proceeding against it breakdown is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act)securities regulatory authority of such jurisdiction.

Covenants of the Underwriters. Each Underwriter covenants and agrees that: a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act). f) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, J.X. Xxxxxx Securities plc (the “UK Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Preliminary Final Prospectus and the Final Prospectus in connection with the Securities. The Province and each of the Underwriters (other than the UK Manufacturer) note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturer under the UK MiFIR Product Governance Rules and the related information set out in the Preliminary Final Prospectus and the Final Prospectus in connection with the Securities.

Covenants of the Underwriters. Each Underwriter covenants hereby represents and agrees that: (a) It it has not and will cause not distribute any free writing prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination, and it will not otherwise be required to file any free writing prospectus with the Representatives Commission, in accordance with Rule 433 under the Securities Act, as a result of any action taken or caused to deliver be taken by such Underwriter, unless such action is consented to in advance by the Province a letter Guarantor; (b) it has not and will not, without the prior to written consent of the Closing Date containing Guarantor, use any free writing prospectus that contains the total sales final terms of the Securities made unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that Underwriters may use a term sheet substantially in the initial distribution in form of Schedule II(A) hereto without the United States together with an estimate consent of the number Guarantor; and provided further that any Underwriter using such term sheet shall notify the Guarantor, and provide a copy of Securities reasonably expected such term sheet to be sold within the United States in secondary market transactions within 40 days Guarantor, prior to, or substantially concurrently with, the first use of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period.term sheet; b(c) It it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (”, as defined in Rule 405 under the Securities Act) Act (which term includes use of any written information furnished to the SEC Commission by the Province PartnerRe Entities and not incorporated by reference into the Registration Statement and any press release issued by the ProvincePartnerRe Entities) other than (i) one or more term sheets relating to the Securities which are not Issuer Free Writing Prospectus substantially in Prospectuses and which contain preliminary terms of the form of Securities and related customary information not inconsistent with the final term sheet filed by the PartnerRe Entities pursuant to Section 6(h) hereof, (ii) any issuer free writing prospectus listed on Schedule I II(A) or Schedule II(B) hereto or prepared pursuant to Section 6(c6(h) above, or (iiiii) any “free writing prospectus” prospectus prepared by such Underwriter and provided to and consented to approved by the Province PartnerRe Entities in advance in writing (each such “free writing prospectus” prospectus referred to in this clause clauses (ii), i) or (iii) an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(dand (d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus used or referred to by it, complied or will comply in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed all material respects with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. Each Underwriter covenants The Underwriters covenant and agrees agree with the Company that: (a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not provided and will not use, authorize use of, refer to, or participate provide to any potential investor any information that would constitute “issuer information” within the meaning of Rule 433(h) under the Securities Act other than information contained in the planning for use of, any “free writing prospectus” Preliminary Term Sheet (as defined in Rule 405 herein). (b) In disseminating information to prospective investors, it has complied and will continue to comply fully with the rules and regulations, including, but not limited to Rules 164 and 433 under the Securities Act) (which term includes use Act and the requirements thereunder for filing and retention of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) belowprospectuses. (c) It has not disseminated and will not distribute disseminate any Underwriter Free Writing Prospectus referred information relating to the Offered Certificates in Section 8(b)(iireliance on Rule 167 or 426 under the Securities Act. (d) It has not disseminated and will not disseminate any information relating to the Offered Certificates in a manner reasonably designed to lead to its broad unrestricted dissemination unless within the Province has consented in advance in writing to such dissemination. dmeaning of Rule 433(d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. (e) It Each Free Writing Prospectus disseminated by such Underwriter bore or will bear the applicable legends required under this Agreement, and no Free Writing Prospectus disseminated by such Underwriter bore or will bear any legend prohibited under this Agreement. (f) Prior to entering into any Contract of Sale, the Underwriters shall convey the Pricing Free Writing Prospectus to each prospective investor. The Underwriters shall maintain sufficient records to document its conveyance of the Pricing Free Writing Prospectus to each potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the rules and regulations. (g) On or before the Closing Date, the Underwriters shall execute and deliver to Xxxxxxx Xxxxxxxx & Xxxx llp a copy of the original issue discount pricing letter provided to the Representative by Xxxxxxx Xxxxxxxx & Xxxx llp. (h) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), they have not subject made and will not make an offer of Underwritten Certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Underwritten Certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Underwritten Certificates to the public in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any pending proceeding under Section 8A legal entity which has two or more of (x) an average of at least 250 employees during the last financial year; (y) a total balance sheet of more than €43,000,000 and (z) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Securities Act Prospectus Directive. For the purposes of this Section, the expression an “offer of Underwritten Certificates to the public” in relation to any certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Certificates to be offered so as to enable an investor to decide to purchase or subscribe for the offered certificates, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. (i) Each confirmation of sale with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) Offered Certificates delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a dealer legend to the following effect in compliance with Rule 173: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may be required request a copy of the final prospectus at xxx.xxx.xxx, or by the Securities Act)calling [ ].

Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, represents that it has not made, and covenants and agrees that: a) It , unless it obtains the prior written consent of the Company, it will cause the Representatives to deliver not make, any offer relating to the Province Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under of the Securities Act) (which term includes use of any written information furnished required to the SEC be filed by the Province and not incorporated by reference into Company with the Registration Statement and any press release issued Commission or retained by the Province) other than (i) Company under Rule 433 of the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”)Act; provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms Company shall be deemed to have been given in respect of the Securities unless such terms have previously been Free Writing Prospectuses included in an Issuer Free Writing Schedule D hereto. 5. Conditions to the Obligations of the Underwriters, the Forward Counterparties and the Forward Sellers. The obligations of the several Underwriters to purchase and pay for the Underwritten Shares and the Option Shares, as the case may be, and the obligations of the Forward Sellers to deliver and sell the Borrowed Underwritten Shares and the Borrowed Option Shares, as the case may be, to the Underwriters, as provided herein, shall be subject to the accuracy, as of the date hereof, the Applicable Time (as if made at the Applicable Time), the Closing Date (as if made on the Closing Date) and, if applicable, the Option Closing Date (as if made on the Option Closing Date), of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder, and to the following additional conditions: (a) The Company shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B under the Act) in the manner and within the time period required by Rule 424(b) under the Act; or the Company shall have filed or a post-effective amendment to the Registration Statement containing the information required by Rule 430B, and such post-effective amendment shall have become effective. (b) Any material required to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC Company pursuant to Rule 433 433(d) under the Securities Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings under Rule 433. e(c) It The Registration Statement is not subject to any pending proceeding an automatic shelf registration statement that has become effective under Section 8A the Act within the last three years. No stop order suspending the effectiveness of the Securities Act with respect Registration Statement, or any post-effective amendment to the offering (Registration Statement, shall be in effect and will promptly notify no proceedings for that purpose shall have been instituted or, to the Province if knowledge of the Company or any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required Underwriter, threatened by the Securities Act)Commission; and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to your satisfaction. (d) No Underwriter, Forward Counterparty or Forward Seller shall have advised the Company that the Registration Statement, the Disclosure Package or the Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which in your opinion is material or omits to state a fact which in your opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Seller that other than the Province Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and any materials included in a letter prior to Road Show authorized or approved by the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Seller and the actual number of Securities sold within Servicer, without the United States pursuant to Servicer’s prior written approval, such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the Notes by the Province Rating Agencies and (E) any materials included in advance a Road Show (excluding the requirement for a presentation by issuer’s management) (notwithstanding the foregoing, each Underwriter agrees not to use any portion of any Road Show in a manner that would require the Seller or the Servicer to file with the Commission such portion of any Road Show as a free writing prospectus) (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Seller or the Servicer, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Seller or the Servicer shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) - (5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Act)purpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Depositor that other than the Province Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and any materials included in a letter Road Show authorized or approved by the Depositor and NMAC, without NMAC’s prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; providedwritten approval, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the Notes by the Province Rating Agencies and (E) any materials included in advance a Road Show (notwithstanding the foregoing, each Underwriter agrees not to use any portion of the Road Shows in a manner that would require the Depositor or NMAC to file with the Commission such portion of the Road Shows as a free writing prospectus) (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Depositor or NMAC, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Depositor or NMAC shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) - (5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Depositor and the Servicer that on or prior to the Series 2017-B Issuance Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Act)purpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Covenants of the Underwriters. Each Underwriter covenants and agrees with the Company that: (a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not provided and will not use, authorize use of, refer to, or participate provide to any potential investor any information that would constitute “issuer information” within the meaning of Rule 433(h) under the Securities Act other than information contained in the planning for use of, any “free writing prospectus” Preliminary Term Sheet (as defined in Rule 405 herein). (b) In disseminating information to prospective investors, it has complied and will continue to comply fully with the rules and regulations, including, but not limited to Rules 164 and 433 under the Securities Act) (which term includes use Act and the requirements thereunder for filing and retention of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) belowprospectuses. (c) It has not disseminated and will not distribute disseminate any Underwriter Free Writing Prospectus referred information relating to the Offered Certificates in Section 8(b)(iireliance on Rule 167 or 426 under the Securities Act. (d) It has not disseminated and will not disseminate any information relating to the Offered Certificates in a manner reasonably designed to lead to its broad unrestricted dissemination unless within the Province has consented in advance in writing to such dissemination. dmeaning of Rule 433(d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. (e) It Each Free Writing Prospectus disseminated by such Underwriter bore or will bear the applicable legends required under this Agreement, and no Free Writing Prospectus disseminated by such Underwriter bore or will bear any legend prohibited under this Agreement. (f) Prior to entering into any Contract of Sale, the Underwriters shall convey the Pricing Free Writing Prospectus to each prospective investor. The Underwriters shall maintain sufficient records to document its conveyance of the Pricing Free Writing Prospectus to each potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the rules and regulations. (g) On or before the Closing Date, the Underwriters shall execute and deliver to Xxxxxxx Xxxxxxxx & Xxxx llp a copy of the original issue discount pricing letter provided to the Underwriters by Xxxxxxx Xxxxxxxx & Xxxx llp. (h) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), the Underwriters represent and agree that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), they have not subject made and will not make an offer of Underwritten Certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Underwritten Certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Underwritten Certificates to the public in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any pending proceeding under Section 8A legal entity which has two or more of (x) an average of at least 250 employees during the last financial year; (y) a total balance sheet of more than €43,000,000 and (z) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Securities Act Prospectus Directive. For the purposes of this Section, the expression an “offer of Underwritten Certificates to the public” in relation to any certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Certificates to be offered so as to enable an investor to decide to purchase or subscribe for the offered certificates, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. (i) Each confirmation of sale with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) Offered Certificates delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a dealer legend to the following effect in compliance with Rule 173: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may be required request a copy of the final prospectus at xxx.xxx.xxx, or by the Securities Act)calling 0-000-000-0000.

Covenants of the Underwriters. Each Underwriter covenants of the several Underwriters represents and agrees with the Company that: (a) It it will cause not take any action that would result in the Representatives Company being required to deliver file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter; (b) except to the Province extent permitted under U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D) (the “D Rules”), (i) it has not offered or sold, and during the restricted period will not offer or sell, Debt Securities in bearer form (including any Debt Security in global form that is exchangeable for Securities in bearer form) to a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold person who is within the United States in secondary market transactions within 40 days or its possessions or to or for the account of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate a United States person and the actual number of Securities sold (ii) it has not delivered and will not deliver within the United States pursuant or its possessions definitive Debt Securities in bearer form that are sold during the restricted period; (c) it has, and throughout the restricted period will have, in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Debt Securities in bearer form are aware that such secondary market transactions in such time period. b) It has Debt Securities may not and will not usebe offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (except as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC permitted by the Province D Rules; (d) if it is a United States person, it is acquiring the Debt Securities in bearer form for purposes of resale in connection with their original issuance and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially if it retains Debt Securities in the bearer form of Schedule I hereto or prepared pursuant to Section 6(c) abovefor its own account, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet it will only do so in accordance with the requirements of U.S. Treas. Reg. Section 8(d) below.1.163-5(c)(2)(i)(D)(6); c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. (e) It is not subject if it transfers to any pending proceeding under Section 8A affiliate Debt Securities in bearer form for the purpose of the offering or selling such Debt Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).restricted period, it

Covenants of the Underwriters. Each Underwriter severally covenants and agrees thatwith the Company as follows: (a) It will cause not take any action that would result in the Representatives Company being required to deliver file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Province a letter prior to Company thereunder, but for the Closing Date containing the total sales action of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time periodUnderwriter. (b) It will comply with such laws and regulations in any jurisdictions in which it offers, sells, or delivers Rights or New Shares in connection with the Rights Offering as are customarily complied with as a matter of best practice by an international bank soliciting investors or undertaking an offering in such jurisdiction; and has not complied and will comply in connection with the Rights Offering with the restrictions as set forth in Schedule II hereto. (c) It will comply with all obligations that derive from the Spanish Prospectus that is registered with the CNMV and from the supplements thereto, if any, and with the applicable laws and regulations in Spain and, in particular, with the rules of conduct contained in the Spanish Securities Market Act 24/1988, of July 28, as amended, in Royal Decree 217/2008, of February 15, as amended, and in Regulation (EC) 1287/2006 of the Commission, of August 10, which implements Directive 2004/39/EC of the European Parliament and the Council, of April 21, as well as with the laws and regulations applicable in the foreign jurisdictions involved in the Capital Increase. (d) It will not useprovide persons other than the other Underwriters and the Company information regarding the demand existing in the Discretionary Shares Allocation Period or any other data relating to the progress of the Capital Increase. (e) It will comply with its obligations under the Agreement, authorize use in particular in relation to submission of information and, if applicable, in the case of the Joint Global Coordinators, with respect to the pre-funding, so that the admission to trading takes place on the date envisaged in the Spanish Prospectus. (f) It will provide the Company with such relevant documents as the Company may reasonably request to comply with requests or requirements that the Company may receive from relevant regulators in relation so the Capital Increase, subject to its legal, regulatory and compliance requirements and restrictions. (g) In addition, the Underwriters undertake and cause their affiliates to undertake, unless otherwise authorized by the Joint Global Coordinators and the Company, from the date hereof through the sixth trading day following the end of the Subscription Period, not to sell, or dispose of, refer toshares of the Company for the purposes of hedging or in any other way offsetting any risk associated with their obligations under this Agreement or any other agreement related with the Capital Increase, neither trying to offset in any other way such risk, including: (i) directly or indirectly, agree, contract, or participate in the planning for use enter into, any derivative transaction granting or acquiring any option, forward, equity swap or any right or contract to sell, or to dispose of, any “free writing prospectus” shares of the Company; and/or (as defined ii) directly or indirectly, enter into any other derivative transaction with the same economic effects than those referred to in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than sub-clause (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or agree to do or announce or otherwise publicize the intention to do any of the foregoing, whether any such derivative transaction described in (i) or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed above is concluded or to be filed with concluded on a regulated market, a multilateral trading facility, a non-regulated market or executed privately and/or settled or to be settled by delivery of shares of the SEC; provided that Company or any other securities, in cash or otherwise. The restrictions in this Section 10(i) shall not apply to the ordinary course sales and trading and other activities of the Underwriters may use a Bloomberg term sheet or their affiliates that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Provinceare unrelated to, and provide a copy of such Bloomberg term sheet are undertaken with no intentions in respect of, their obligations in relation to the ProvinceCapital Increase, prior and in particular shall not apply to, or substantially concurrently with, the first use of such term sheet; : (i) transactions to facilitate and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act.hedge client orders; e(ii) It is not subject to any pending proceeding under Section 8A of the Securities Act transactions constituting ordinary course market making activity with respect to shares of the offering Company and any indices which may include such shares, including derivatives, and relevant hedging and/or aggregate hedging arrangements; or (and will promptly notify iii) any positions in the Province if any such proceeding against it is initiated during shares of the period that delivery Company, or securities or derivatives relating to the shares of a prospectus (the Company, in each case established or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required entered into by the Securities Act)Underwriters or their affiliates prior to the date of this Agreement, not related to the Capital Increase and without knowledge of their obligations under this Agreement and any transactions entered into to hedge such positions on an ongoing basis in the ordinary course.

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: awith the Seller that other than the Preliminary Prospectus, the Ratings Free Writing Prospectuses, the Final Prospectus and any materials included in one or more “road shows” (as defined in Rule 433(h) It will cause under the Representatives to deliver Act) relating to the Province a letter prior to Notes authorized or approved by the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Seller and the actual number of Securities sold within Servicer, without the United States pursuant to Servicer’s prior written approval, such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectuses or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectuses previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectuses or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the Notes by the Province in advance in writing Rating Agencies (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”) and (E) any materials included in one or more “road shows” (as defined in Rule 433(h) under the Act, but excluding the requirement in that definition for a presentation by issuer’s management); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Seller or the Servicer, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Seller or the Servicer shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1)—(5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Act)purpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Covenants of the Underwriters. Each Underwriter covenants and agrees 2.1 The Underwriters covenant with the REIT that: (a) It will cause during the Representatives to deliver course of the distribution of the Offered Subscription Receipts to the Province public by or through the Underwriters, they will offer the Offered Subscription Receipts for sale to the public on behalf of the REIT, directly and through other investment dealers and brokers (the Underwriters, together with such investment dealers and brokers, are referred to herein as the “Selling Firms”) in the Qualifying Jurisdictions and complete the distribution of the Offered Subscription Receipts only as permitted by and in accordance with applicable Securities Laws which, for greater certainty, shall include delivery by the Underwriters of a letter copy of the Prospectus and any Amendment to each purchaser of Offered Subscription Receipts from the Underwriters, and only upon the terms and conditions set forth in this Agreement and that they will not, directly or indirectly, offer Offered Subscription Receipts for sale in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the REIT having any reporting or other obligation in such jurisdiction, including, without limitation, the United States, and they shall ensure that each Selling Firm (other than the Underwriters), prior to its appointment as such, has delivered to the Closing Date containing Underwriters an undertaking to the total sales foregoing effect. For the purposes of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; providedthis paragraph 2.1(a), that the Underwriters shall bear no responsibility be entitled to assume that the Offered Subscription Receipts are qualified for distribution in any discrepancy between such estimate and province or territory of Canada referred to in the actual number final NP 11-202 receipt for the Prospectus obtained from the British Columbia Securities Commission following the filing of the Prospectus until the Underwriters receive written notice to the contrary from the REIT or the applicable Securities sold within the United States pursuant to such secondary market transactions in such time period.Commissions; (b) It has not and notwithstanding paragraph 2.1(a), no Underwriter will be liable to the REIT with respect to a default by another Underwriter or a Selling Firm appointed by another Underwriter; (c) they will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes make use of any written information furnished “greensheet” in respect of the REIT and the Offering without the approval of the REIT, acting reasonably; (d) from the date of commencement of distribution of the Offered Subscription Receipts to the SEC by date such distribution ceases, they will: (i) not provide to any potential investors of the Province and not Offered Subscription Receipts any Marketing Materials in respect of the Offered Subscription Receipts that are or would be required to be incorporated by reference into the Registration Statement Prospectus without the prior approval by the REIT of the Template Version of such Marketing Materials, such approval to be evidenced by a written agreement between the REIT and the Co-Lead Underwriters; provided, for greater certainty, that the Applicable Marketing Materials were approved by the REIT and the Co-Lead Underwriters pursuant to an agreement dated October 9, 2013; and (ii) provide a copy of the Preliminary Prospectus to each potential investor of the Offered Subscription Receipts who receives any Marketing Materials referred to in this paragraph 2.1(d); (e) they will complete and will use their commercially reasonable efforts to cause their Selling Firms, if any, to complete the distribution of the Offered Subscription Receipts as promptly as possible after the Closing Time or Over-Allotment Closing Time, as applicable, and the Co-Lead Underwriters will (i) notify the REIT when, in their opinion, the distribution of the Offered Subscription Receipts shall have ceased and (ii) provide a breakdown of the number of Offered Subscription Receipts distributed in each Qualifying Jurisdiction where such breakdown is required for the purpose of calculating fees payable to, or reimbursable by, a Securities Commission, provided that such breakdown shall be provided no later than 30 days following the date on which the distribution of the Offered Subscription Receipts shall have ceased; (f) they will use commercially reasonable efforts to deliver forthwith to the GP, the name, residential address, business or corporation account number, as the case may be, and number of Units subscribed for by each purchaser of Offered Units, as well as the name and registered representative number of the representative of the Underwriters responsible for such subscription, in a form satisfactory to the GP, acting reasonably; (g) they will not make any representations or warranties with respect to the REIT or the Offered Subscription Receipts other than as set forth in this Agreement, the Preliminary Prospectus, the Prospectus, any Amendment or otherwise without the written approval of the REIT, acting reasonably; (h) provided that they are satisfied, in their sole discretion that it is responsible for them to do so, they will execute and deliver to the REIT the certificates required to be executed by the Underwriters under applicable Securities Laws in connection with the Preliminary Prospectus, the Prospectus and any press release issued by the Province) other than Amendment; and (i) the Issuer Free Writing Prospectus substantially in the form obligations of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has under this Agreement are several and not joint and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Provinceseveral, and provide a copy of such Bloomberg term sheet to the Provinceno Underwriter will be liable for any act, prior toomission, default or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use conduct by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an other Underwriter or a dealer may be required any Selling Firm appointed by the Securities Act)any other Underwriter.

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Seller that other than the Province a letter prior to Preliminary Prospectus, the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Ratings Free Writing Prospectus and the actual number of Securities sold within Final Prospectus, without the United States pursuant to Servicer’s prior written approval, such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes 10 (Nissan 2013-C Underwriting Agreement) and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations and (D) information regarding the credit ratings assigned to the Notes by the Province in advance in writing Rating Agencies (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Seller or the Servicer, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Seller or the Servicer shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) - (5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Act)purpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Covenants of the Underwriters. Each Underwriter covenants and agrees 2.1 The Underwriters covenant with the REIT that: (a) It will cause during the Representatives to deliver course of the distribution of the Offered Units to the Province public by or through the Underwriters, they will offer the Offered Units for sale to the public on behalf of the REIT, directly and through other investment dealers and brokers (the Underwriters, together with such investment dealers and brokers, are referred to herein as the “Selling Firms”) in the Qualifying Jurisdictions and complete the distribution of the Offered Units only as permitted by and in accordance with applicable Securities Laws which, for greater certainty, shall include delivery by the Underwriters of a letter copy of the Prospectus and any Amendment to each purchaser of Offered Units from the Underwriters, and only upon the terms and conditions set forth in this Agreement and that they will not, directly or indirectly, offer Offered Units for sale in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the REIT having any reporting or other obligation in such jurisdiction, including, without limitation, the United States, and they shall ensure that each Selling Firm (other than the Underwriters), prior to its appointment as such, has delivered to the Closing Date containing Underwriters an undertaking to the total sales foregoing effect. For the purposes of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; providedthis paragraph 2.1(a), that the Underwriters shall bear no responsibility be entitled to assume that the Offered Units are qualified for distribution in any discrepancy between such estimate and province of Canada referred to in the actual number final NP 11-202 receipt for the Prospectus obtained from the British Columbia Securities Commission following the filing of the Prospectus until the Underwriters receive written notice to the contrary from the REIT or the applicable Securities sold within the United States pursuant to such secondary market transactions in such time period.Commissions; (b) It has not and notwithstanding paragraph 2.1(a), no Underwriter will be liable to the REIT with respect to a default by another Underwriter or a Selling Firm appointed by another Underwriter; (c) they will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes make use of any written information furnished “greensheet” in respect of the REIT and the Offering without the approval of the REIT, acting reasonably; (d) from the date of commencement of distribution of the Offered Units to the SEC by date such distribution ceases, they will: (i) not provide to any potential investors of the Province and not Offered Units any Marketing Materials in respect of the Offered Units that are or would be required to be incorporated by reference into the Registration Statement Prospectus without the prior approval by the REIT of the Template Version of such Marketing Materials, such approval to be evidenced by a written agreement between the REIT and the Co-Lead Underwriters; provided, for greater certainty, that the Applicable Marketing Materials were approved by the REIT and the Co-Lead Underwriters pursuant to an agreement dated October 6, 2014; and (ii) provide a copy of the Preliminary Prospectus to each potential investor of the Offered Units who receives any Marketing Materials referred to in this paragraph 2.1(d); (e) they will complete and will use their commercially reasonable efforts to cause their Selling Firms, if any, to complete the distribution of the Offered Units as promptly as possible at or after the Closing Time or Over-Allotment Closing Time, as applicable, and the Co-Lead Underwriters will (i) notify the REIT when, in their opinion, the distribution of the Offered Units shall have ceased and (ii) provide a breakdown of the number of Offered Units distributed in each Qualifying Jurisdiction where such breakdown is required for the purpose of calculating fees payable to, or reimbursable by, a Securities Commission, provided that such breakdown shall be provided no later than 30 days following the date on which the distribution of the Offered Units shall have ceased; (f) they will use commercially reasonable efforts to deliver forthwith to the GP, the name, residential address, business or corporation account number, as the case may be, and number of Units subscribed for by each purchaser of Offered Units, as well as the name and registered representative number of the representative of the Underwriters responsible for such subscription, in a form satisfactory to the GP, acting reasonably; (g) they will not make any representations or warranties with respect to the REIT or the Offered Units other than as set forth in this Agreement, the Preliminary Prospectus, the Prospectus, any Amendment or otherwise without the written approval of the REIT, acting reasonably; (h) provided that they are satisfied, in their sole discretion that it is responsible for them to do so, they will execute and deliver to the REIT the certificates required to be executed by the Underwriters under applicable Securities Laws in connection with the Preliminary Prospectus, the Prospectus and any press release issued by the Province) other than Amendment; and (i) the Issuer Free Writing Prospectus substantially in the form obligations of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has under this Agreement are several and not joint and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Provinceseveral, and provide a copy of such Bloomberg term sheet to the Provinceno Underwriter will be liable for any act, prior toomission, default or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use conduct by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an other Underwriter or a dealer may be required any Selling Firm appointed by the Securities Act)any other Underwriter.

Covenants of the Underwriters. 5.1 Each Underwriter severally (and not jointly or jointly and severally) covenants and agrees thatwith the Corporation that it shall: (a) It will conduct its activities in attempting to sell the Notes, directly and through other registered dealers (or other dealers duly qualified in their respective jurisdictions) (the "Selling Firms") in compliance with all relevant laws and regulatory requirements; (b) not be liable to the Corporation under this Section 5.1 with respect to a default by another Underwriter (or another Selling Firm that is not an affiliate of such Underwriter); (c) deliver one copy of the Prospectus to each purchaser or prospective purchaser of the Notes; (d) offer and cause the Representatives Selling Firms to deliver offer the Notes for sale to the Province a letter prior public and sell the Notes only in those jurisdictions where they may lawfully be offered for sale; (e) from the date of commencement of the distribution of the Notes to the Closing Date containing date such distribution ceases, each Underwriter and Selling Firm (i) will not provide any prospective purchaser with any "standard term sheet" (as defined in NI 41-101) or Marketing Materials other than the total sales Offering Marketing Materials without the approval of the Securities made Corporation and the Lead Underwriters; (ii) will not take any action that would result in the initial Corporation being required to file with the Canadian Securities Regulators any Marketing Materials (other than the Offering Marketing Materials) that otherwise would not be required to be filed by the Corporation, but for the action of the Underwriters; and (iii) will provide a copy of the Prospectus to each purchaser or prospective purchaser of the Notes who receives any of the Offering Marketing Materials; and (f) use reasonable best efforts (taking into account the respective interests of each of the Corporation and the Underwriters) to complete, and cause the Selling Firms to complete, the distribution of the Purchased Securities as soon as possible after the Time of Closing. The Underwriters shall notify the Corporation when, in the United States together Underwriters' opinion, the distribution of the Purchased Securities has been completed and provide the Corporation, as soon as reasonably practical thereafter, with an estimate a breakdown of the number of Purchased Securities reasonably expected to be sold within the United States distributed in secondary market transactions within 40 days each of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between provinces and territories of Canada where such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It breakdown is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act)securities regulatory authority of such jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Seller that other than the Province a letter prior to Preliminary Prospectus, the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Ratings Free Writing Prospectus and the actual number of Securities sold within Final Prospectus, without the United States pursuant to Servicer’s prior written approval, such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) 10 (Nissan 2014-A Underwriting Agreement) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations and (D) information regarding the credit ratings assigned to the Notes by the Province in advance in writing Rating Agencies (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Seller or the Servicer, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Seller or the Servicer shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) - (5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Actpurpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables. 11 (Nissan 2014-A Underwriting Agreement).

Covenants of the Underwriters. Each Underwriter covenants and agrees that:2.1 The Underwriters covenant with the REIT that:‌ a) It will cause 2.1.1 during the Representatives to deliver course of the distribution of the Offered Units to the Province public by or through the Underwriters, they will offer the Offered Units for sale to the public on behalf of the REIT, directly and through other investment dealers and brokers (the Underwriters, together with such investment dealers and brokers, are referred to herein as the "Selling Firms") in the Qualifying Jurisdictions and complete the distribution of the Offered Units only as permitted by and in accordance with applicable Securities Laws which, for greater certainty, shall include delivery by the Underwriters of a letter copy of the Prospectus and any Amendment to each purchaser of Offered Units from the Underwriters, and, subject as hereinafter provided, as permitted by the U.S. Securities Laws, only upon the terms and conditions set forth in this Agreement and that they will not, directly or‌ indirectly, offer Offered Units for sale in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the REIT having any reporting or other obligation in such jurisdiction, including, without limitation, the United States or any state thereof, and they shall ensure that each Selling Firm (other than the Underwriters), prior to its appointment as such, has delivered to the Closing Date containing Underwriters an undertaking to the total sales foregoing effect. For the purposes of this paragraph 2.1.1, the Underwriters shall be entitled to assume that the Offered Units are qualified for distribution in any province or territory of Canada referred to in the final NP 11-202 receipt for the Prospectus obtained from the Ontario Securities Commission following the filing of the Prospectus until the Underwriters receive written notice to the contrary from the REIT or the applicable Securities made in the initial distribution Commissions; 2.1.2 any offer of Offered Units in the United States will be made in accordance with U.S. Securities Laws and with Schedule A hereto, which is incorporated by reference herein and made a part hereof; 2.1.3 any Person in the United States who is offered any Offered Units in accordance with Schedule A attached hereto will be provided with a copy of either the Preliminary Prospectus or the Prospectus, together with a copy of the Preliminary U.S. Private Placement Memorandum or the U.S. Private Placement Memorandum, as applicable, and any Person in the United States who purchases Offered Units in accordance with Schedule A hereto will be provided with a copy of the Prospectus, together with the U.S. Private Placement Memorandum, in each case, in a form to be mutually agreed upon by the REIT and the Underwriters, acting reasonably; 2.1.4 notwithstanding the foregoing provisions of this paragraph 2.1, no Underwriter will be liable to the REIT with respect to a default by another Underwriter or a Selling Firm appointed by another Underwriter under this paragraph 2.1; 2.1.5 without the approval of the REIT, acting reasonably, they will not (i) make use of any "greensheet" relating to the Offering, or (ii) provide to any potential investors of the Offered Units any marketing materials other than the Term Sheet; 2.1.6 they will provide a copy of the Preliminary Prospectus, the Prospectus and any Amendment to each potential investor of the Offered Units who receives any Marketing Documents and expresses an estimate interest in acquiring the Offered Units; 2.1.7 they will complete and will use their commercially reasonable efforts to cause their Selling Firms, if any, to complete the distribution of the Offered Units as promptly as possible after the Closing Time or Over- Allotment Closing Time, as applicable, and RBC, on behalf of the Underwriters, will notify the REIT when, in its opinion, the distribution of the Offered Units shall have ceased and provide a breakdown of the number of Securities reasonably expected to be sold within Offered Units distributed in each Qualifying Jurisdiction where such breakdown is required for the United States in secondary market transactions within 40 days purpose of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer calculating fees payable to, or participate reimbursable by, a Securities Commission, provided that such breakdown shall be provided on a Business Day no later than 30 days following the date on which the distribution of the Offered Units shall have ceased; 2.1.8 they will not make any representations or warranties with respect to the REIT or the Offered Units other than as set forth in this Agreement, the planning for use ofPreliminary Prospectus, the Prospectus, any “free writing prospectus” (as defined Amendment or otherwise without the written approval of the REIT, acting reasonably; 2.1.9 provided that they are satisfied, in Rule 405 under the Securities Act) (which term includes use of any written information furnished their sole discretion that it is responsible for them to do so, they will execute and deliver to the SEC REIT the certificates required to be executed by the Province Underwriters under applicable Securities Laws in connection with the Preliminary Prospectus, the Prospectus and any Amendment; and 2.1.10 the obligations of the Underwriters under this Agreement, including Schedule A hereto, are several and not joint and several, and no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. 2.2 The Underwriters represent, warrant and covenant that (i) other than the Term Sheet, no marketing materials in respect of the REIT Units that would be required to be incorporated by reference into the Registration Statement and Preliminary Prospectus, Prospectus or any press release issued Amendment have been provided by it to any potential investors of the ProvinceREIT Units prior to the execution of this Agreement, (ii) other than the Term Sheet (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant such other materials as are required to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided be delivered to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (iia potential investor under applicable Securities Laws), an no other marketing materials in respect of the REIT Units will be provided by it to any potential investors of the REIT Units without the prior written agreement of the REIT and the Joint Bookrunners, on behalf of the Underwriters, approving the template version of such additional marketing materials; and (iii) no “Underwriter Free Writing Prospectus”); standard term sheet” in respect of the REIT Units will be provided that by it to any potential investors of the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, REIT Units without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities ActREIT. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. 5.1 Each Underwriter severally covenants and agrees thatwith the Corporation that it shall: (a) It will conduct its activities in attempting to sell the Purchased Securities, directly and through other registered dealers (or other dealers duly qualified in their respective jurisdictions) (the “Selling Firms”) in compliance with all relevant laws and regulatory requirements; (b) not be liable to the Corporation under this Section 5.1 with respect to a default by another Underwriter (or another Selling Firm that is not an affiliate of such Underwriter); (c) deliver one copy of the Prospectus to each Purchaser or prospective purchaser of Purchased Securities; (d) offer and cause the Representatives Selling Firms to deliver offer the Purchased Securities for sale to the Province a letter prior public and sell the Purchased Securities only in those Jurisdictions where they may lawfully be offered for sale; (e) from the date of commencement of the distribution of the Purchased Securities to the Closing Date containing date such distribution ceases, each Underwriter and Selling Firm (i) will not make use of any “bluesheet” or provide any other Marketing Materials other than the total sales Series D Marketing Materials in respect of the Purchased Securities made in without the initial distribution in the United States together with an estimate approval of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear Corporation and no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectusstandard term sheet” (as defined in Rule 405 under NI 41-101) in respect of the Purchased Securities Act) (which term includes use will be provided by them to any potential investors of any written information furnished to the SEC by Purchased Securities without the Province approval of the Corporation; and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet the Base Prospectus to each potential investor of the ProvincePurchased Securities who receives the Series D Marketing Materials; and (f) use reasonable best efforts (taking into account the respective interests of each of the Corporation and the Underwriters) to complete, prior to, or substantially concurrently withand cause the Selling Firms to complete, the first use distribution of such term sheet; and provided further that such Bloomberg term sheetthe Purchased Securities as soon as possible after the Time of Closing. The Underwriters shall notify the Corporation when, solely as a result of use by in the Underwriters’ opinion, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A distribution of the Purchased Securities Act has been completed and provide the Corporation, as soon as reasonably practical thereafter, with respect to a breakdown of the offering (and will promptly notify number of Purchased Securities distributed in each of the Province if any Qualifying Jurisdictions where such proceeding against it breakdown is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act)securities regulatory authority of such jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Seller that other than the Province a letter prior to Preliminary Prospectus, the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Ratings Free Writing Prospectus and the actual number of Securities sold within Final Prospectus, without the United States pursuant to Servicer’s prior written approval, such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes 11 (Nissan 2017-A Underwriting Agreement) and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations and (D) information regarding the credit ratings assigned to the Notes by the Province in advance in writing Rating Agencies (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Seller or the Servicer, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Seller or the Servicer shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) - (5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Act)purpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: awith the Seller that other than the Preliminary Prospectus, the Ratings Free Writing Prospectuses, the Final Prospectus and any materials included in one or more “road shows” (as defined in Rule 433(h) It will cause under the Representatives to deliver Act) relating to the Province a letter prior to Notes authorized or approved by the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Seller and the actual number of Securities sold within Servicer, without the United States pursuant to Servicer’s prior written approval, such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Underwritten Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectuses or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Underwritten Notes, as well as a column or other entry showing the status of the subscriptions for the Underwritten Notes and/or expected pricing parameters of the Underwritten Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectuses previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectuses or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Underwritten Notes and/or expected pricing parameters of the Underwritten Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the Notes by the Province in advance in writing rating agencies hired to rate the Notes (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”) and (E) any materials included in one or more “road shows” (as defined in Rule 433(h) under the Act, but excluding the requirement in that definition for a presentation by issuer’s management); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Seller or the Servicer, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless such that, as a result of such conveyance, the Province has consented Seller or the Servicer shall be required to make any filing of such Underwriter Free Writing Prospectus pursuant to Rule 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in advance clauses (1) — (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in writing to such disseminationclause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. d(b) It has Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, it will notnot provide to any rating agency hired by the Seller to rate the Notes or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transaction contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior written consent of the Province, use any “free writing prospectus” that contains Seller or the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities ActServicer. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Seller that other than the Province a letter prior to Preliminary Prospectus, the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Ratings Free Writing Prospectus and the actual number of Securities sold within Final Prospectus, without the United States pursuant to Servicer’s prior written approval, such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations and (D) information regarding the credit ratings assigned to the Notes by the Province in advance in writing Rating Agencies (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Seller or the Servicer, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Seller or the Servicer shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) - (5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Act)purpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter. (b) Each Underwriter, severally and not jointly, represents, warrants and agrees with respect to offers and sales outside the United States that: a(i) It will cause in relation to each Member State of the Representatives to deliver European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), an offer to the Province a letter prior to the Closing Date containing the total sales public of any of the Securities may not be made in that Relevant Member State, except that an offer to the initial distribution public in that Relevant Member State of any of the Securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (a) to any legal entity which is a qualified investor as defined in the United States together with an estimate Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the number 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities reasonably expected shall require us or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression ‘‘2010 PD Amending Directive’’ means Directive 2010/73/EU; (ii) the Prospectus has not been approved by or registered with the and Futures Commission of Hong Kong or the Registrar of Companies of Hong Kong. The Securities may not be offered or sold by means of any document other than (a) in circumstances which do not constitute an offer to the public within the United States in secondary market transactions within 40 days meaning of the Closing Date; providedCompanies Ordinance (Cap.32, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number Laws of Securities sold Hong Kong), or (b) to ‘‘professional investors’’ within the United States pursuant meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (c) in other circumstances which do not result in the document being a ‘‘prospectus’’ within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to such secondary market transactions the Securities may be issued or may be in such time periodthe possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to ‘‘professional investors’’ within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder. b(iii) It has the Securities have not been and will not usebe registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments and Exchange Law”) and each underwriter has agreed that it will not offer or sell any Securities, authorize use ofdirectly or indirectly, refer in Japan or to, or participate in for the planning for use benefit of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) resident of Japan (which term includes use as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of any written information furnished Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the SEC by registration requirements of, and otherwise in compliance with, the Province Financial Instruments and not incorporated by reference into the Registration Statement Exchange Law and any press release issued by other applicable laws, regulations and ministerial guidelines of Japan; (iv) the Province) Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i1) to an institutional investor under Section 274 of the Issuer Free Writing Prospectus substantially in Securities and Futures Act, Chapter 289 of Singapore (the form of Schedule I hereto “SFA”), (2) to a relevant person, or prepared any person pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii275(1A), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet and in accordance with the conditions, specified in Section 8(d275 of the SFA or (3) belowotherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. c(v) It each Underwriter has not represented and agreed that: (a) it has only communicated or caused to be communicated and will not distribute any Underwriter Free Writing Prospectus referred only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent 21 of the Province, use any Financial Services and Markets Act 2000 (the “free writing prospectus” that contains FSMA”)) received by it in connection with the final terms issue or sale of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all circumstances in which Section 21(1) of the information in Schedule I hereto without FSMA does not apply to the consent Company; and (b) it has complied and will comply with all applicable provisions of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act FSMA with respect to the offering (and will promptly notify the Province if any such proceeding against anything done by it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred relation to in Rule 173 under the Securities Act) by an Underwriter in, from or a dealer may be required by otherwise involving the Securities Act)United Kingdom.

Covenants of the Underwriters. Each Underwriter covenants and agrees that: a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act). f) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, J.X. Xxxxxx Securities plc and Mxxxxxx Lxxxx International (each a “UK Manufacturer” and together the “UK Manufacturers”) acknowledge that they understand the responsibilities conferred upon them under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Preliminary Final Prospectus and the Final Prospectus in connection with the Securities. The Province and each of the Underwriters (other than the UK Manufacturers) note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers under the UK MiFIR Product Governance Rules and the related information set out in the Preliminary Final Prospectus and the Final Prospectus in connection with the Securities.

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: awith the Seller that other than the Preliminary Prospectus, the Ratings Free Writing Prospectuses, the Final Prospectus and any materials included in one or more “road shows” (as defined in Rule 433(h) It will cause under the Representatives to deliver Act) relating to the Province a letter prior to Notes authorized or approved by the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Seller and the actual number of Securities sold within Servicer, without the United States pursuant to Servicer’s prior written approval, such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectuses or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectuses previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectuses or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the Notes by the Province in advance in writing rating agencies hired to rate the Notes (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”) and (E) any materials included in one or more “road shows” (as defined in Rule 433(h) under the Act, but excluding the requirement in that definition for a presentation by issuer’s management); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Seller or the Servicer, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless such that, as a result of such conveyance, the Province has consented Seller or the Servicer shall be required to make any filing of such Underwriter Free Writing Prospectus pursuant to Rule 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in advance clauses (1) — (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in writing to such disseminationclause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. d(b) It has Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, it will notnot provide to any rating agency hired by the Seller to rate the Notes or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transaction contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior written consent of the Province, use any “free writing prospectus” that contains Seller or the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities ActServicer. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Depositor that other than the Province Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and any materials included in a letter Road Show authorized or approved by the Depositor and NMAC, without NMAC’s prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; providedwritten approval, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the Notes by the Province Rating Agencies and (E) any materials included in advance a Road Show (notwithstanding the foregoing, each Underwriter agrees not to use any portion of the Road Shows in a manner that would require the Depositor or NMAC to file with the Commission such portion of the Road Shows as a free writing prospectus) (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Depositor or NMAC, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Depositor or NMAC shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1)—(5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Depositor and the Servicer that on or prior to the Series 2019-B Issuance Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if any such proceeding against it is initiated during meaning of the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Exchange Act)., and (b) has not

Covenants of the Underwriters. Each Underwriter covenants and hereby severally agrees thatas follows: (a) It will cause the Representatives To not use or refer to, or authorize any other person to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, or refer to, or participate in the planning for use of, any “free writing prospectus” (”, as defined in Rule 405 under the Securities Act) Act (which term includes use of any written information furnished to the SEC Commission by the Province Company and not incorporated by reference into the Registration Statement and any press release issued by the ProvinceCompany) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus substantially in the form of listed on Schedule I V hereto or prepared pursuant to Section 6(c1(d) or Section 7(b) above, or (iiiii) any “free writing prospectus” prospectus prepared by such Underwriter and provided to and consented to approved by the Province Company in advance in writing (each such “free writing prospectus” prospectus referred to in this clause clauses (iii) or (iii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c(b) It has not and will To not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii8(a)(i) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d(c) It has not and will To not, without the prior written consent of the ProvinceCompany, use any “free writing prospectus” prospectus that contains the final terms of the Securities Shares unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be a free writing prospectus filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all Commission. (d) Pursuant to reasonable procedures developed in good faith, to retain copies of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such each free writing prospectus used or referred to by it, in accordance with the SEC pursuant to Rule 433 under the Securities Act. (e) It is not subject to If at any pending proceeding under Section 8A of the Securities Act with respect time prior to the offering (and will promptly Closing Date any event shall occur or condition shall exist as a result of which any Underwriter Free Writing Prospectus would include any untrue statement of a material fact or conflicted or would conflict with the information then contained in the Registration Statement, to immediately notify the Province if any Company thereof and forthwith prepare and furnish to the Company, such proceeding against it is initiated during amendments or supplements to such Underwriter Free Writing Prospectus as may be necessary so that the period that delivery statements in such Underwriter Free Writing Prospectus as so amended or supplemented will not include such an untrue statement of a prospectus (material fact or in lieu thereof will not conflict with the notice referred to in Rule 173 under Registration Statement, as the Securities Act) by an Underwriter or a dealer case may be required by the Securities Act)be.

Covenants of the Underwriters. Each Underwriter covenants 2.1 The Underwriters covenant with the REIT and agrees Welsh that: a) It will cause 2.1.1 during the Representatives to deliver course of the distribution of the Offered Units to the Province public by or through the Underwriters, they will offer the Offered Units for sale to the public on behalf of the REIT and Welsh, directly and through other investment dealers and brokers (the Underwriters, together with such investment dealers and brokers, are referred to herein as the "Selling Firms") in the Qualifying Jurisdictions and complete the distribution of the Offered Units only as permitted by and in accordance with applicable Securities Laws which, for greater certainty, shall include delivery by the Underwriters of a letter copy of the Prospectus and any Amendment to each purchaser of Offered Units from the Underwriters, and, subject as hereinafter provided, as permitted by the U.S. Securities Laws, only upon the terms and conditions set forth in this Agreement and that they will not, directly or indirectly, offer Offered Units for sale in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the REIT having any reporting or other obligation in such jurisdiction, including, without limitation, the United States or any state thereof, and they shall ensure that each Selling Firm (other than the Underwriters), prior to its appointment as such, has delivered to the Closing Date containing Underwriters an undertaking to the total sales foregoing effect. For the purposes of this paragraph 2.1.1, the Underwriters shall be entitled to assume that the Offered Units are qualified for distribution in any province of Canada referred to in the final NP 11-202 receipt for the Prospectus obtained from the Ontario Securities Commission following the filing of the Prospectus until the Underwriters receive written notice to the contrary from the REIT or the applicable Securities made in the initial distribution Commissions; 2.1.2 any offer of Offered Units in the United States will be made in accordance with U.S. Securities Laws and with Schedule A hereto, which is incorporated by reference herein and made a part hereof; 2.1.3 any Person in the United States who is offered any Offered Units in accordance with Schedule A attached hereto will be provided with a copy of either the Preliminary Prospectus or the Prospectus, together with a copy of the Preliminary U.S. Private Placement Memorandum or the U.S. Private Placement Memorandum, as applicable, and any Person in the United States who purchases Offered Units in accordance with Schedule A hereto will be provided with a copy of the Prospectus, together with the U.S. Private Placement Memorandum, in each case, in a form to be mutually agreed upon by the REIT, Welsh and the Underwriters, acting reasonably; 2.1.4 notwithstanding the foregoing provisions of this paragraph 2.1, no Underwriter will be liable to the REIT or Welsh with respect to a default by another Underwriter or a Selling Firm appointed by another Underwriter under this paragraph 2.1; 2.1.5 without the approval of the REIT, acting reasonably, they will not (i) make use of any "greensheet" relating to the Offering, or (ii) provide to any potential investors of the Offered Units any marketing materials other than the Term Sheet; 2.1.6 they will provide a copy of the Preliminary Prospectus, the Prospectus and any Amendment to each potential investor of the Offered Units who receives any Marketing Documents and expresses an estimate interest in acquiring the Offered Units; 2.1.7 they will complete and will use their commercially reasonable efforts to cause their Selling Firms, if any, to complete the distribution of the Offered Units as promptly as possible after the Closing Time or Over- Allotment Closing Time, as applicable, and Desjardins, on behalf of the Underwriters, will notify the REIT when, in its opinion, the distribution of the Offered Units shall have ceased and provide a breakdown of the number of Securities reasonably expected to be sold within Offered Units distributed in each Qualifying Jurisdiction where such breakdown is required for the United States in secondary market transactions within 40 days purpose of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer calculating fees payable to, or participate reimbursable by, a Securities Commission, provided that such breakdown shall be provided on a Business Day no later than 30 days following the date on which the distribution of the Offered Units shall have ceased; 2.1.8 they will not make any representations or warranties with respect to the REIT, Welsh or the Offered Units other than as set forth in this Agreement, the planning for use ofPreliminary Prospectus, the Prospectus, any “free writing prospectus” (Amendment or otherwise without the written approval of the REIT or Welsh, as defined applicable, acting reasonably; 2.1.9 provided that they are satisfied, in Rule 405 under the Securities Act) (which term includes use of any written information furnished their sole discretion that it is responsible for them to do so, they will execute and deliver to the SEC REIT the certificates required to be executed by the Province Underwriters under applicable Securities Laws in connection with the Preliminary Prospectus, the Prospectus and any Amendment; and 2.1.10 the obligations of the Underwriters under this Agreement, including Schedule A hereto, are several and not joint and several, and no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. 2.2 The Underwriters represent, warrant and covenant that (i) other than the Term Sheet, no marketing materials in respect of the REIT Units that would be required to be incorporated by reference into the Registration Statement and Preliminary Prospectus, Prospectus or any press release issued Amendment have been provided by it to any potential investors of the ProvinceREIT Units prior to the execution of this Agreement, (ii) other than the Term Sheet (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant such other materials as are required to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided be delivered to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (iia potential investor under applicable Securities Laws), an no other marketing materials in respect of the REIT Units will be provided by it to any potential investors of the REIT Units without the prior written agreement of the REIT and the Joint Bookrunners, on behalf of the Underwriters, approving the template version of such additional marketing materials; and (iii) no “Underwriter Free Writing Prospectus”); standard term sheet” in respect of the REIT Units will be provided that by it to any potential investors of the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, REIT Units without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities ActREIT. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Seller that other than the Province a letter prior to Preliminary Prospectus, the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate Ratings Free Writing Prospectus and the actual number of Securities sold within Final Prospectus, without the United States pursuant to Servicer’s prior written approval, such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto [Underwritten] Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the [Underwritten] Notes, as well as a column or other entry showing the status of the subscriptions for the [Underwritten] Notes and/or expected pricing parameters of the [Underwritten] Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations and (D) information regarding the credit ratings assigned to the Notes by the Province in advance in writing Rating Agencies (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Seller or the Servicer, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Seller or the Servicer shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) - (5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering [Underwritten] Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Act)purpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Covenants of the Underwriters. Each Underwriter covenants and hereby severally agrees thatas follows: (a) It will cause the Representatives To not use or refer to, or authorize any other person to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, or refer to, or participate in the planning for use of, any “free writing prospectus” (, as defined in Rule 405 under the Securities Act) Act (which term includes use of any written information furnished to the SEC Commission by the Province Company and not incorporated by reference into the Registration Statement and any press release issued by the ProvinceCompany) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Issuer Free Writing Prospectus substantially Securities Act) that was not included in the form of Schedule I hereto Preliminary Prospectus or prepared pursuant to Section 6(c) abovea previously filed free writing prospectus, or (ii) any “free writing prospectus” prospectus listed on Schedule II hereto, or (iii) any free writing prospectus prepared by such Underwriter and provided to and consented to approved by the Province Company in advance in writing (each such “free writing prospectus” prospectus referred to in this clause clauses (iii) or (iii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c(b) It has not and will To not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii7(a)(i) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d(c) It has not and will To not, without the prior written consent of the ProvinceCompany, use any “free writing prospectus” prospectus that contains the final terms of the Securities Shares unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be a free writing prospectus filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all Commission. (d) Pursuant to reasonable procedures developed in good faith, to retain copies of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such each free writing prospectus used or referred to by it, in accordance with the SEC pursuant to Rule 433 under the Securities Act. (e) It is not subject to If at any pending proceeding under Section 8A of the Securities Act with respect time prior to the offering (and will promptly Closing Date any event shall occur or condition shall exist as a result of which an Underwriter Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, to immediately notify the Province if any Company thereof and forthwith prepare and file with the Commission (to the extent required) and furnish to the Company, such proceeding against it is initiated during the period that delivery of a prospectus (amendments or in lieu thereof the notice referred supplements to in Rule 173 under the Securities Act) by an such Underwriter or a dealer Free Writing Prospectus as may be required by the Securities Act)necessary to eliminate or correct such conflict.

Covenants of the Underwriters. Each Underwriter covenants hereby represents and agrees that: (a) It it has not and will cause not distribute any free writing prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination, and it will not otherwise be required to file any free writing prospectus with the Representatives Commission, in accordance with Rule 433 under the Act, as a result of any action taken or caused to deliver be taken by such Underwriter, unless such action is consented to in advance by the Province a letter Guarantor; (b) it has not and will not, without the prior to written consent of the Closing Date containing Guarantor, use any free writing prospectus that contains the total sales final terms of the Securities made unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that Underwriters may use a term sheet substantially in the initial distribution in form of Schedule II hereto without the United States together with an estimate consent of the number Company; and provided further that any Underwriter using such term sheet shall notify the Guarantor, and provide a copy of Securities reasonably expected such term sheet to be sold within the United States in secondary market transactions within 40 days Guarantor, prior to, or substantially concurrently with, the first use of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period.term sheet; b(c) It it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (”, as defined in Rule 405 under the Securities Act) Act (which term includes use of any written information furnished to the SEC Commission by the Province PartnerRe Entities and not incorporated by reference into the Registration Statement and any press release issued by the ProvincePartnerRe Entities) other than (i) one or more term sheets relating to the Issuer Free Writing Prospectus substantially Securities which are not “issuer free writing prospectuses” as defined in Rule 433 and which contain preliminary terms of the form of Securities and related customary information not inconsistent with the final term sheet filed by the PartnerRe Entities pursuant to Section 6(h) hereof, (ii) any issuer free writing prospectus listed on Schedule I hereto II or prepared pursuant to Section 6(c6(h) above, or (iiiii) any “free writing prospectus” prospectus prepared by such Underwriter and provided to and consented to approved by the Province PartnerRe Entities in advance in writing (each such “free writing prospectus” prospectus referred to in this clause clauses (ii), i) or (iii) an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d; (d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus used or referred to by it, complied or will comply in all material respects with the Securities Act; (e) it has (i) only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 8(b)(ii21 of the Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it in connection with the issue or sale of the CENts in circumstances in which Section 21(1) of the FSMA does not apply to the PartnerRe Entities and (ii) complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the CENts in, from or otherwise involving the United Kingdom; and (f) in relation to each member state of the European Economic Area (each, a manner reasonably designed “relevant member state”), it has not made and will not make an offer of the CENts to lead the public in that relevant member state that would require the publication or approval of a prospectus in relation to its broad unrestricted dissemination unless the Province has consented CENts in advance in writing that relevant member state or, where appropriate, another relevant member state; subject to such dissemination. drestriction, except that it may make an offer of CENts to the public in that relevant member state at any time: (i) It to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity that has two or more of (A) an average of at least 250 employees during the last financial year; (B) a total balance sheet of more than €43,000,000 and (C) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances that do not and will not, without require the prior written consent publication by us of a prospectus pursuant to Article 3 of the ProvinceProspectus Directive. For purposes of this paragraph (f), use “offer of CENts to the public” in relation to any “free writing prospectus” that contains CENts in any relevant member state means the final communication in any form and by any means of sufficient information on the terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or offer and the CENts to be filed with offered so as to enable an investor to decide to purchase or subscribe for the SEC; provided CENts, as the same may be varied in that relevant member state by any measure implementing the Underwriters may use a Bloomberg term sheet Prospectus Directive in that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Provincerelevant member state, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; “Prospectus Directive” means Directive 2003/71/EC and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Actincludes any relevant implementing measure in each relevant member state. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Depositor that other than the Province Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and any materials included in a letter Road Show authorized or approved by the Depositor and NMAC, without NMAC’s prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; providedwritten approval, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the Notes by the Province Rating Agencies and (E) any materials included in advance a Road Show (notwithstanding the foregoing, each Underwriter agrees not to use any portion of the Road Shows in a manner that would require the Depositor or NMAC to file with the Commission such portion of the Road Shows as a free writing prospectus) (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Depositor or NMAC, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Depositor or NMAC shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) - (5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Depositor and the Servicer that on or prior to the Series 2016-A Issuance Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if meaning of the Exchange Act), and (b) has not participated and will not participate in any such proceeding against it is initiated during oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the period that delivery meaning of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Exchange Act) by unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a dealer may be required by Rating Agency for the Securities Act)purpose of (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Covenants of the Underwriters. Each Underwriter covenants and agrees that: a) It will cause with the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales Depositor, as of the Securities made in the initial distribution in the United States together with an estimate date of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days related Terms Agreement and as of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period.that: b(a) It it has not provided and will not use, authorize use of, refer to, or participate provide to any potential investor any information that would constitute “issuer information” within the meaning of Rule 433(h) under the Securities Act other than information contained in the planning for use of, any “free writing prospectus” Preliminary Term Sheet (as defined herein); (b) in disseminating information to prospective investors, it has complied and will continue to comply fully with the Regulations, including, but not limited to Rules 164 and 433 under the Securities Act and the requirements thereunder for filing and retention of free writing prospectuses; (c) it has not disseminated and will not disseminate any information relating to the [Notes] [Certificates] in reliance on Rule 405 167 or 426 under the Securities Act; (d) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It [it has not disseminated and will not distribute disseminate any Underwriter Free Writing Prospectus referred information relating to in Section 8(b)(ii) the [Notes] [Certificates] in a manner reasonably designed to lead to its broad unrestricted dissemination unless within the Province has consented in advance in writing to such dissemination. dmeaning of Rule 433(d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act.;] (e) It each Free Writing Prospectus disseminated by such Underwriter bore or will bear the applicable legends required under this Agreement, and no Free Writing Prospectus disseminated by such Underwriter bore or will bear any legend proscribed under this Agreement; (f) [prior to entering into any Contract of Sale, the Underwriter shall convey any Preliminary Prospectus (if prepared in connection with the related Series) to each prospective investor. The Underwriter shall maintain sufficient records to document its conveyance of such Preliminary Prospectus to each potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the Regulations;] (g) in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), they have not subject made and will not make an offer of [Notes] [Certificates] to the public in that Relevant Member State prior to the publication of a prospectus in relation to the [Notes] [Certificates] which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of [Notes] [Certificates] to the public in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any pending proceeding under Section 8A legal entity which has two or more of (x) an average of at least 250 employees during the last financial year; (y) a total balance sheet of more than €43,000,000 and (z) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Securities Act Prospectus Directive. For the purposes of this Section, the expression an “offer of [Notes] [Certificates] to the public” in relation to any [notes] [certificates] in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten [Notes] [Certificates] to be offered so as to enable an investor to decide to purchase or subscribe for the offered [notes] [certificates], as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State; and (h) [each confirmation of sale with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) [Notes] [Certificates] delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a dealer legend to the following effect in compliance with Rule 173: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may be required request a copy of the final prospectus at xxx.xxx.xxx, or by the Securities Act)calling [ ].]

Covenants of the Underwriters. Each Underwriter covenants and hereby severally agrees thatas follows: (a) It will cause the Representatives To not use or refer to, or authorize any other person to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, or refer to, or participate in the planning for use of, any “free writing prospectus” (, as defined in Rule 405 under the Securities Act) Act (which term includes use of any written information furnished to the SEC Commission by the Province Company and not incorporated by reference into the Registration Statement and any press release issued by the ProvinceCompany) other than (i) a free writing prospectus that contains no “ issuer information “ (as defined in Rule 433(h)(2) under the Issuer Free Writing Prospectus substantially Securities Act) that was not included in the form of Schedule I hereto Preliminary Prospectus or prepared pursuant to Section 6(c) abovea previously filed free writing prospectus, or (ii) any “free writing prospectus” prospectus listed on Schedule II hereto, or (iii) any free writing prospectus prepared by such Underwriter and provided to and consented to approved by the Province Company in advance in writing (each such “free writing prospectus” prospectus referred to in this clause clauses (iii) or (iii), an ““ Underwriter Free Writing ProspectusProspectus ”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c(b) It has not and will To not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii8(a)(i) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d(c) It has not and will To not, without the prior written consent of the ProvinceCompany, use any “free writing prospectus” prospectus that contains the final terms of the Securities Shares unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be a free writing prospectus filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all Commission. (d) Pursuant to reasonable procedures developed in good faith, to retain copies of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such each free writing prospectus used or referred to by it, in accordance with the SEC pursuant to Rule 433 under the Securities Act. (e) It is not subject to If at any pending proceeding under Section 8A of the Securities Act with respect time prior to the offering (and will promptly Closing Date any event shall occur or condition shall exist as a result of which an Underwriter Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, to immediately notify the Province if any Company thereof and forthwith prepare and file with the Commission (to the extent required) and furnish to the Company, such proceeding against it is initiated during the period that delivery of a prospectus (amendments or in lieu thereof the notice referred supplements to in Rule 173 under the Securities Act) by an such Underwriter or a dealer Free Writing Prospectus as may be required by the Securities Act)necessary to eliminate or correct such conflict.

Covenants of the Underwriters. Each Underwriter covenants and agrees that: a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act). f) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, HSBC Bank plc (the “UK Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Preliminary Final Prospectus and the Final Prospectus in connection with the Securities. The Province and each of the Underwriters (other than the UK Manufacturer) note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturer under the UK MiFIR Product Governance Rules and the related information set out in the Preliminary Final Prospectus and the Final Prospectus in connection with the Securities.

Covenants of the Underwriters. Each Underwriter covenants and agrees 2.1 The Underwriters covenant with the Company that: a) It will cause 2.1.1 during the Representatives to deliver course of the distribution of the Offered Securities to the Province a letter prior public by or through the Underwriters (other than RXXX), the Underwriters (other than RXXX) will offer the Offered Securities for sale to the Closing Date containing the total sales public on behalf of the Securities made Company, directly and through other investment dealers and brokers (the Underwriters (other than RXXX), together with such investment dealers and brokers, are referred to herein as the “Selling Firms”) in the initial distribution Qualifying Jurisdictions only as permitted by and in accordance with applicable Securities Laws which, for greater certainty, shall include delivery by the Underwriters (other than RXXX) of a copy of the Final Prospectus and any Amendment to each purchaser of Offered Securities from the Underwriters (other than RXXX), only upon the terms and conditions set forth in this Agreement and that they will not, directly or indirectly, offer Offered Securities for sale in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the Company having any reporting or other obligation in such jurisdiction (other than a Form D in the United States together in connection with any private placement of the Offered Securities in the United States). In particular, the Underwriters acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States, except as hereinafter provided in accordance with the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A. The Underwriters make the representations, warranties and covenants applicable to them in Annex A hereto and agree, on behalf of themselves and their U.S. Affiliates, as applicable, for the benefit of the Company, to comply with the selling restrictions imposed by the laws of the United States and described in Annex A hereto, which forms part of this Agreement. They also agree to obtain such an estimate agreement from each Selling Firm. For greater certainty, RXXX will not, directly or indirectly, solicit offers to purchase or sell Offered Securities in Canada. 2.1.2 For the purposes of this paragraph 2, the Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in any province of Canada referred to in the Passport Decision Document for the Final Prospectus obtained from the Reviewing Authority following the filing of the Final Prospectus until the Underwriters receive written notice to the contrary from the Company or the applicable Securities Commissions. 2.1.3 Notwithstanding the foregoing provisions of this paragraph 2.1, no Underwriter will be liable to the Company with respect to a default by another Underwriter or a Selling Firm (that is not an affiliate of such Underwriter) appointed by another Underwriter under this paragraph 2.1; 2.1.4 they will complete and will use all reasonable efforts to cause the Selling Firms, if any, to complete the distribution of Offered Securities as promptly as possible after the Closing Time or Over-Allotment Closing Time, as applicable, and the Lead Underwriter will (a) notify the Company when, in its opinion, the distribution of the Offered Securities shall have ceased and (b) provide a breakdown of the number of Offered Securities reasonably expected to be sold within distributed in each Qualifying Jurisdiction where such breakdown is required for the United States in secondary market transactions within 40 days purpose of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer calculating fees payable to, or participate in reimbursable by, a Securities Commission; 2.1.5 after the planning for use of, any “free writing prospectus” (as defined in Rule 405 under Underwriters have made a reasonable effort to sell all of the Securities Act) (which term includes use of any written information furnished Offered Shares to the SEC by public at the Province and not incorporated by reference into Offering Price, the Registration Statement and any press release issued by Underwriters may decrease the Province) other than (i) Offering Price for the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) aboveOffered Shares, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Purchase Price payable by the Underwriters may use to the Company at the Closing Time shall not be decreased; 2.1.6 upon the request of the Company, the Underwriters will provide the Stock Exchange with a Bloomberg term sheet in accordance with Section 8(d) below.letter setting forth the anticipated distribution of the Offering based upon subscriptions for the Offered Securities received as of the date of such request; c) It has not and 2.1.7 they will not distribute make any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed representations or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act warranties with respect to the offering (Company or the Offered Securities other than as set forth in this Agreement, the Amended and will promptly notify Restated Preliminary Prospectus, the Province if Final Prospectus, the U.S. Placement Memorandum, any such proceeding against Amendment or otherwise with the written approval of the Company, acting reasonably; 2.1.8 provided that they are satisfied, in their sole discretion that it is initiated during responsible for them to do so, they will execute and deliver to the period Company the certificates required to be executed by the Underwriters under applicable Securities Laws in connection with the Amended and Restated Preliminary Prospectus, the Final Prospectus and any Amendment; and 2.1.9 the obligations of the Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm (that delivery is not an affiliate of such Underwriter) appointed by any other Underwriter. 2.2 RXXX hereby covenants and agrees with the Company that: 2.2.1 it will not sell or offer to sell, nor allow any agent or Selling Firm acting on behalf of RXXX in connection with the Offering to sell or offer to sell, any of the Offered Securities to any person resident in Canada or for the benefit of a prospectus person resident in Canada; 2.2.2 concurrent with the closing of the Offering, RXXX will deliver to the Lead Underwriter, on behalf of the Underwriters (other than RXXX), with a copy to the Company, an “all-sold” certificate confirming that neither RXXX nor any of the agents or Selling Firms acting on RXXX’x behalf in lieu thereof connection with the Offering, has offered or sold any of the Offered Securities to any person resident in Canada or for the benefit of a Person resident in Canada; and 2.2.3 it shall include a statement in the confirmation slip or other notice referred provided to any purchaser of the Offered Securities sold by RXXX that it is RXXX’x understanding that such purchaser is not a resident of Canada nor is such purchaser holding such Offered Securities on behalf of or for the benefit of a person resident in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act)Canada.

Covenants of the Underwriters. Each Underwriter covenants and agrees that: a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. Each Underwriter covenants and agrees 2.1 The Underwriters covenant with the REIT that: (a) It will cause during the Representatives to deliver course of the distribution of the Offered Subscription Receipts to the Province public by or through the Underwriters, they will offer the Offered Subscription Receipts for sale to the public on behalf of the REIT, directly and through other investment dealers and brokers (the Underwriters, together with such investment dealers and brokers, are referSerlliengdFirmtso”)heirneitnheasQutahleif“ying and complete the distribution of the Offered Subscription Receipts only as permitted by and in accordance with applicable Securities Laws which, for greater certainty, shall include delivery by the Underwriters of a letter copy of the Prospectus and any Amendment to each purchaser of Offered Subscription Receipts from the Underwriters, and only upon the terms and conditions set forth in this Agreement and that they will not, directly or indirectly, offer Offered Subscription Receipts for sale in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the REIT having any reporting or other obligation in such jurisdiction, including, without limitation, the United States, and they shall ensure that each Selling Firm (other than the Underwriters), prior to its appointment as such, has delivered to the Closing Date containing Underwriters an undertaking to the total sales foregoing effect. For the purposes of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; providedthis paragraph 2.1(a), that the Underwriters shall bear no responsibility be entitled to assume that the Offered Subscription Receipts are qualified for distribution in any discrepancy between such estimate and province or territory of Canada referred to in the actual number final NP 11-202 receipt for the Prospectus obtained from the British Columbia Securities Commission following the filing of the Prospectus until the Underwriters receive written notice to the contrary from the REIT or the applicable Securities sold within the United States pursuant to such secondary market transactions in such time period.Commissions; (b) It has not and notwithstanding paragraph 2.1(a), no Underwriter will be liable to the REIT with respect to a default by another Underwriter or a Selling Firm appointed by another Underwriter; (c) they will not usemake uinsreespecot fof thae RnEyIT a“ndgthreeOeffenrinsg heet” without the approval of the REIT, authorize use of, refer to, or participate in acting reasonably; (d) from the planning for use of, any “free writing prospectus” (as defined in Rule 405 under date of commencement of distribution of the Securities Act) (which term includes use of any written information furnished Offered Subscription Receipts to the SEC by date such distribution ceases, they will: (i) not provide to any potential investors of the Province and not Offered Subscription Receipts any Marketing Materials in respect of the Offered Subscription Receipts that are or would be required to be incorporated by reference into the Registration Statement and any press release issued Prospectus without the prior approval by the Province) other than (i) REIT of the Issuer Free Writing Prospectus substantially in Template Version of such Marketing Materials, such approval to be evidenced by a written agreement between the form of Schedule I hereto or prepared REIT and the Co-Lead Underwriters; provided, for greater certainty, that the Applicable Marketing Materials were approved by the REIT and the Co-Lead Underwriters pursuant to Section 6(c) abovean agreement dated October 9, or 2013; and (ii) provide a copy of the Preliminary Prospectus to each potential investor of the Offered Subscription Receipts who receives any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” Marketing Materials referred to in this clause paragraph 2.1(d); (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(de) below. c) It has not they will complete and will not distribute any Underwriter Free Writing Prospectus referred use their commercially reasonable efforts to in Section 8(b)(ii) in a manner reasonably designed cause their Selling Firms, if any, to lead to its broad unrestricted dissemination unless complete the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent distribution of the ProvinceOffered Subscription Receipts as promptly as possible after the Closing Time or Over-Allotment Closing Time, use any “free writing prospectus” that contains as applicable, and the final terms Co-Lead Underwriters will (i) notify the REIT when, in their opinion, the distribution of the Securities unless such terms Offered Subscription Receipts shall have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).ceased and

Covenants of the Underwriters. Each Underwriter covenants and agrees that: a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act). f) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, J.X. Xxxxxx Xxxxrities plc (the “UK Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Preliminary Final Prospectus and the Final Prospectus in connection with the Securities. The Province and each of the Underwriters (other than the UK Manufacturer) note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturer under the UK MiFIR Product Governance Rules and the related information set out in the Preliminary Final Prospectus and the Final Prospectus in connection with the Securities.

Covenants of the Underwriters. Each Underwriter covenants and agrees that: a) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; provided, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus Prospectuses substantially in the form of Schedule I and Schedule II hereto or prepared pursuant to Section 6(c) above, or (ii) any “free writing prospectus” prepared by such Underwriter and provided to and consented to by the Province in advance in writing (each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will not, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I and Schedule II hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by the Underwriters, would not trigger an obligation to file such free writing prospectus with the SEC pursuant to Rule 433 under the Securities Act. e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Province if any such proceeding against it is initiated during the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Act).

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters severally, and not jointly, covenants and agrees that: a) It will cause with the Representatives to deliver to Depositor that other than the Province Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and any materials included in a letter Road Show authorized or approved by the Depositor and NMAC, without NMAC’s prior to the Closing Date containing the total sales of the Securities made in the initial distribution in the United States together with an estimate of the number of Securities reasonably expected to be sold within the United States in secondary market transactions within 40 days of the Closing Date; providedwritten approval, that the Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual number of Securities sold within the United States pursuant to such secondary market transactions in such time period. b) It Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize use ofauthorize, approve or refer to, or participate in the planning for use of, to any “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished relating to the SEC by offer and sale of the Province and not incorporated by reference into the Registration Statement and any press release issued by the Province) other than (i) the Issuer Free Writing Prospectus substantially in the form of Schedule I hereto Notes that would constitute a “prospectus” or prepared pursuant to Section 6(c) above, or (ii) any a “free writing prospectus,” prepared each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by such Underwriter Rule 134 under the Act and provided included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and consented included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the Notes by the Province Rating Agencies and (E) any materials included in advance a Road Show (notwithstanding the foregoing, each Underwriter agrees not to use any portion of the Road Shows in a manner that would require the Depositor or NMAC to file with the Commission such portion of the Road Shows as a free writing prospectus) (each such “free writing prospectus” referred to in this clause (ii)written communication, an “Underwriter Free Writing Prospectus”); provided that and (ii) unless otherwise consented to by the Underwriters may use a Bloomberg term sheet in accordance with Section 8(d) below. c) It has not and will not distribute any Depositor or NMAC, no such Underwriter Free Writing Prospectus referred to in Section 8(b)(ii) shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Province has consented in advance in writing to such dissemination. d) It has not and will notthat, without the prior written consent of the Province, use any “free writing prospectus” that contains the final terms of the Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or to be filed with the SEC; provided that the Underwriters may use a Bloomberg term sheet that contains some or all of the information in Schedule I hereto without the consent of the Province; provided further that any Underwriter using such term sheet shall notify the Province, and provide a copy of such Bloomberg term sheet to the Province, prior to, or substantially concurrently with, the first use of such term sheet; and provided further that such Bloomberg term sheet, solely as a result of use by such conveyance, the Underwriters, would not trigger an obligation Depositor or NMAC shall be required to file make any filing of such free writing prospectus with the SEC Underwriter Free Writing Prospectus pursuant to Rule 433 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1)—(5) of footnote 271 of Commission Release No. 33-8591 (Securities ActOffering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. e(b) It Each Underwriter, severally and not jointly, covenants with the Depositor and the Servicer that on or prior to the Series 2019-A Issuance Date, and thereafter, to the extent applicable, so long as it is not subject to any pending proceeding under acting as an “underwriter” as defined in Section 8A 2(a)(11) of the Securities Act with respect to the offering Notes, it (a) has not delivered and will promptly notify not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the Province if any such proceeding against it is initiated during meaning of the period that delivery of a prospectus (or in lieu thereof the notice referred to in Rule 173 under the Securities Act) by an Underwriter or a dealer may be required by the Securities Exchange Act)., and (b) has not