Common use of Covenants of the Underwriters Clause in Contracts

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally In addition to the other covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action agreements of the Underwriter. (b) The Underwriters hereby severally contained herein, the Underwriters further covenant and agree with the Corporation Company that: (a) Each Underwriter, severally and not jointly, covenants and agrees with the following: Company that such Underwriter will not use or refer to any “free writing prospectus” (ias defined in Rule 405 under the Securities Act) during without the period of distribution prior written consent of the Shares Company, except for any Issuer Free Writing Prospectus set forth in Annex II hereto and any electronic road show previously approved by or through the Lead Underwriters. The Company and each Underwriter, severally and not jointly, agrees that any such free writing prospectus, the use of which has been consented to by the Company and the Underwriters, is listed in Annex II hereto. (b) Each Non-Canadian Underwriter covenants and agrees with the Underwriters Company that it will only offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions Units outside of Canada and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters it will not, directly or indirectly, advertise or solicit offers to purchase or sell Units in Canada. For the Shares or deliver any Prospectuses so avoidance of doubt, the Non-Canadian Underwriters are not acting as to require the registration underwriters of the Shares Units in the Canadian Jurisdictions. (c) During the distribution of the Units, the Lead Underwriters shall, on behalf of the Underwriters, approve in writing any such marketing materials, as contemplated by Canadian Securities Laws and shall not use any marketing materials until such time as the Company confirms in writing that the marketing materials have been approved by the Company. (d) Each Underwriter, on a several basis, covenants and agrees that, during the distribution of the Units, it will not provide any potential investor with any materials or information in relation to the distribution of the Units or the Company other than the Prospectuses and any amendments or supplements thereto in accordance with this Agreement, provided that: (A) any such materials that constitute marketing materials have been approved and filed in accordance with Section 5(c) hereof; and (B) any such materials that constitute “standard term sheets” have been approved in writing by the Company and the Lead Underwriters and are provided in compliance with Canadian Securities Laws. (e) Notwithstanding Section 5(c) and Section 5(d) hereof, following the approval and filing of a prospectus template version of marketing materials in accordance with respect Section 4(q) hereof, the Underwriters may provide a “limited-use version” (as such term is defined in NI 41-101) of such template version to potential investors in the Shares under the laws of any jurisdictionUnits in accordance with Canadian Securities Laws.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation Company that, without the prior consent of the Company and the Representatives, it has not to made and will not take any action that would result in the Corporation Company being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of or used or referred to by such Underwriter that otherwise would not be required to be filed by the Corporation Company thereunder, but for the action of such Underwriter; any such free writing prospectus the Underwriteruse of which has been consented to by the Company and the Representatives is listed on Schedule II hereto. (b) The Underwriters hereby severally further covenant and agree with will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Corporation the following: (i) during the period of distribution of the Shares by or through in the Underwritersprovinces of Canada (a “Selling Firm”). The Underwriters shall, and shall require any Selling Firm to, comply with Canadian Securities Laws in connection with the Underwriters will offer and sell distribution of the Shares to and offer the public Shares for sale only in the Canadian Qualifying Jurisdictions and in the United States provinces of Canada directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “appointed Selling Firms”), Firms upon the terms and conditions set forth in the Time Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Shares only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of Sale Prospectusthe foregoing, no Shares will be offered for sale or sold in any province of Canada by any Canadian Underwriter (as defined below) or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under Canadian Securities Laws of such province in a category that permits the trade. For the purposes of this Section 8, the Prospectuses Underwriters shall be entitled to assume that the Shares are qualified for distribution in each of the provinces of Canada. For the avoidance of doubt, Natixis Securities Americas LLC is not acting as an underwriter of the Shares in any province of Canada and no action on the part of Natixis Securities Americas LLC in this Agreement; its capacity as an underwriter of the offering of Shares in the United States will create any impression or support any conclusion that the firm is acting as a Canadian Underwriter of the Shares in any province of Canada. (iic) The obligations of the Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for an act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. (d) The Underwriters that are designated as “Canadian Underwriters” on Schedule I hereto (the “Canadian Underwriters”) shall use their commercially reasonable efforts to sell complete, and to cause each Selling Firm to complete, the distribution of the Shares at as promptly as possible after the Purchase Price Closing Date, and if any such Shares remain unsold shall, and shall cause each Selling Firm to, after such reasonable effortsthe Closing Date, give prompt written notice to the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation Company when, in the opinion of the Canadian Underwriters’ opinion, the Underwriters they have ceased the completed distribution of the SharesShares in the provinces of Canada, and, as soon as reasonably practicable after completion including notice of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Shares distributed sold in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose provinces of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (Canada and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any other jurisdiction.

Covenants of the Underwriters. Each of the Underwriters, severally and not jointly and severally, covenants with the REIT that: (a) Each Underwriter severally covenants with it will offer the Corporation not Debentures for sale to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or public on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunderREIT, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), in the Qualifying Jurisdictions only as permitted by and in accordance with applicable Securities Laws upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses Prospectus and in this AgreementAgreement and that such Underwriter will not offer Debentures for sale in any jurisdiction other than the Qualifying Jurisdictions that would require the filing of a prospectus, registration statement or similar document or would result in the REIT having any reporting or other obligation in such jurisdiction; and such Underwriter shall ensure that each Selling Firm, prior to its appointment as such, has delivered to such Underwriter a representation to the foregoing effect; (iib) the Underwriters it will use reasonable its best efforts to sell complete the Shares at the Purchase Price distribution of Debentures as promptly as possible and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation REIT when, in the Underwriters’ its opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will Debentures shall have ceased and provide the Corporation, in writing, with a breakdown of the number of Shares Debentures distributed in each of the Canadian Qualifying Jurisdictions Jurisdiction where that such breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, to a securities commission or making filings with, that Canadian Securities Commission. The Underwriters other securities regulatory body; (c) it will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States not make any representations or warranties with respect to the offer to sell and REIT or the distribution Debentures other than as set forth in the Prospectus or otherwise with the approval of the Shares. Except REIT; (d) provided that it is satisfied, in its sole discretion, acting reasonably, that it is responsible for such Underwriter to do so, it will execute and deliver to the Canadian Qualifying Jurisdictions and in REIT the United States, certificate required to be executed by the Underwriters under applicable Securities Laws in connection with the Prospectus and any Amendment; and For the purposes of this paragraph 2.1, each Underwriter shall be entitled to assume that the Debentures are qualified for distribution in any province of Canada where a receipt for the Prospectus issued in accordance with the Passport System shall have been obtained. Notwithstanding the foregoing provisions of this paragraph 2.1, no Underwriter will not, directly or indirectly, solicit offers be liable to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus REIT with respect to the Shares a default by another Underwriter under the laws of any jurisdictionthis paragraph 2.1.

Covenants of the Underwriters. (a) 6.1 Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter.it shall: (ba) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and conduct its activities in attempting to sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States Purchased Securities, directly and through other registered dealers (or other dealers duly registered investment dealers and brokers qualified in their respective jurisdictions) (the Underwriters, together with such other investment dealers and brokers, are referred to herein as 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 Selling Firms to offer the Purchased Securities for sale to the 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 date such distribution ceases, upon each Underwriter and Selling Firm (i) will not make use of any “bluesheet” or provide any other Marketing Materials other than the terms September 2014 Marketing Materials in respect of the Purchased Securities without the approval of the Corporation and conditions set forth no “standard term sheet” (as defined in NI 41-101) in respect of the Purchased Securities will be provided by them to any potential investors of the Purchased Securities without the approval of the Corporation; and (ii) will provide a copy of the Base Prospectus to each potential investor of the Purchased Securities who receives the September 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, and cause the Selling Firms to complete, the distribution of the Purchased Securities as soon as possible after the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Closing. The Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will shall notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, andPurchased Securities has been completed and provide the Corporation, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writingpractical thereafter, with a breakdown of the number of Shares Purchased Securities distributed in each of the Canadian Qualifying Jurisdictions where that such breakdown is required by a Canadian Securities Commission for the purpose securities regulatory authority of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any such jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not The Underwriters will be permitted to take any action that would result appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through Firm Securities in the Underwritersprovinces of Canada, other than Quebec (a “Selling Firm”). The Underwriters shall, and shall require any Selling Firm to, comply with Canadian Securities Laws in connection with the Underwriters will distribution of the Firm Securities and offer and sell the Shares to the public Firm Securities for sale only in the Canadian Qualifying Jurisdictions and in the United States provinces of Canada, other than Quebec, directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “appointed Selling Firms”), Firms upon the terms and conditions set forth in the Time Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Firm Securities only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of Sale Prospectusthe foregoing, no Firm Securities will be offered for sale or sold in any province of Canada by any Canadian Underwriter (as defined below) or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province in a category that permits the trade and no Firm Securities will be offered for sale or sold in Quebec. For the purposes of this Section 9, the Prospectuses Underwriters shall be entitled to assume that the Firm Securities are qualified for distribution in each of the provinces of Canada, other than Quebec. For the avoidance of doubt, the Representative is not acting as underwriters of the Firm Securities in any province of Canada and no action on the part of the Representative in this Agreement; its capacity as an underwriter of the offering of Firm Securities in the United States will create any impression or support any conclusion that the firm is acting as a Canadian Underwriter of the Firm Securities in any province of Canada. The Underwriters that are designated as “Canadian Underwriters” on Schedule A hereto (iithe “Canadian Underwriters”) the Underwriters will shall use their commercially reasonable efforts to sell the Shares at the Purchase Price complete, and if any such Shares remain unsold after such reasonable effortsto cause each Selling Firm to complete, the Underwriters may sell such Shares at such price lower than distribution of the Purchase Price Firm Securities as is permitted under applicable law; promptly as possible after the Closing Date, and (iii) shall, and shall cause each Selling Firm to, after the Underwriters will notify Closing Date, give prompt written notice to the Corporation Company when, in the opinion of the Canadian Underwriters’ opinion, the Underwriters they have ceased the completed distribution of the SharesFirm Securities in the provinces of Canada, andother than Quebec, as soon as reasonably practicable after completion including notice of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Shares distributed Firm Securities sold in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose such provinces of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (Canada and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any other jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III II hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o7(i) or 7(j)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any jurisdiction. (c) No Underwriter shall be liable to the Corporation under this section with respect to a default by any of the other Underwriters or any Selling Firm appointed by another Underwriter.

Covenants of the Underwriters. (1) Each Underwriter, severally and not jointly, covenants with the Company that, after the First Closing Date, the Underwriters will (a) use their reasonable best efforts to complete the distribution of the Offered Shares as promptly as possible and (b) give prompt written notice to the Company or its counsel when, in the opinion of the Underwriters, they have completed distribution of the Offered Shares. (2) No Underwriter shall be liable to the Company under this Section 8 with respect to a default by any of the other Underwriters. (3) Each Underwriter Underwriter, severally and not jointly, covenants with the Corporation Company not to take any action that would result in the Corporation Company being required to file with the Commission under SEC pursuant to Rule 433(d) under the Securities Act a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, Company thereunder but for the action of the Underwriter. (b4) The Underwriters hereby severally further covenant Each Underwriter represents, warrants and agree with covenants that, until the Corporation the following: (i) during the period of initial distribution of the Offered Shares by has been completed, such Underwriter has not and will not offer for sale, sell or through distribute any of the UnderwritersOffered Shares except in compliance with applicable securities laws. Without limiting the generality of foregoing, each Underwriter acknowledges that the Underwriters Offered Shares have not been and will offer not be qualified for sale under the securities laws of Canada or any province or territory of Canada and sell represents, warrants and covenants that, until the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the initial distribution of the SharesOffered Shares has been completed, andsuch Underwriter has not and will not offer for sale, as soon as reasonably practicable after completion sell or deliver any of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Offered Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers in Canada or to purchase or sell for the Shares benefit of any person who is a resident of Canada or acting on behalf of a resident of Canada or intends to reoffer, resell or deliver the Offered Shares in Canada or to a resident of Canada or a person acting on behalf of a resident of Canada, in violation of Canadian securities laws and rules, regulations and policies of all Canadian securities regulatory authorities, or otherwise has solicited or will solicit such persons or has done or will do any Prospectuses so as to require the registration act in furtherance of the foregoing. Without limiting the generality of the foregoing, such Underwriter has not and will not publish, advertise or otherwise make any announcements in Canada concerning the distribution of the Offered Shares, and has not and will not conduct road shows, seminars or similar activities in Canada relating to the distribution of the Offered Shares nor has it taken or will it take any other action for the filing purpose of, or that could reasonably be expected to have the effect of, preparing the market in Canada, or creating a demand in Canada, for the Offered Shares except as permitted under applicable securities laws. Each Underwriter represents, warrants and covenants with the Company for itself that it has caused or will cause every dealer, whether a member of a prospectus with respect banking or selling group or otherwise, to which any of the Offered Shares are offered for sale or sold, to represent and agree that it will abide by the restrictions in this Section 8(4). Each Underwriter agrees that it will include a statement in any confirmation slip or similar document or communication sent by the Underwriter to the Shares under the laws purchasers of any jurisdictionOffered Shares to the effect that it is the Underwriter's understanding that the purchaser is not a resident of Canada or acting on behalf of any resident of Canada. On the First Closing Date and any Option Closing Date, the Underwriters shall deliver to the Company a certificate, dated on such First Closing Date or Option Closing Date, stating that the Underwriters have not, to the best of their knowledge, sold any Offered Shares to residents of Canada or anyone acting on behalf of a resident of Canada.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation Company that, without the prior consent of the Company and the Representatives, it has not to made and will not take any action that would result in the Corporation Company being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of or used or referred to by such Underwriter that otherwise would not be required to be filed by the Corporation Company thereunder, but for the action of such Underwriter; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II hereto. Each Underwriter severally covenants with the Company that is has not taken any action that would result in the Company being required to file, and it will not take any action that would result in the Company being required to file, any Canadian Marketing Materials, whether such Canadian Marketing Materials are prepared by or on behalf of, or are used or referred to by such Underwriter, except as permitted by Section 7(o). (b) The Underwriters hereby severally further covenant and agree with will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Corporation the following: (i) during the period of distribution of the Shares by or through in the Underwritersprovinces and territories of Canada (a “Selling Firm”). The Underwriters shall, and shall require any Selling Firm, to comply with Canadian Securities Laws in connection with the Underwriters will offer and sell distribution of the Shares and to offer the public Shares for sale only in the Canadian Qualifying Jurisdictions provinces and in the United States territories of Canada directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “appointed Selling Firms”), Firms upon the terms and conditions set forth in the Time Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Shares only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of Sale Prospectusthe foregoing, no Shares will be offered for sale or sold in any province or territory of Canada by any Canadian Underwriter or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province or territory in a category that permits the trade. For the purposes of this Section 9, the Prospectuses Underwriters shall be entitled to assume that the Shares are qualified for distribution in each of the provinces and in this Agreement; territories of Canada. (iic) The obligations of the Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for an act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. (d) The Underwriters that are designated as “Canadian Underwriters” on Schedule I hereto (the “Canadian Underwriters”) shall use their commercially reasonable efforts to sell complete, and to cause each Selling Firm to complete, the distribution of the Shares at as promptly as possible after the Purchase Price Closing Date, and if any such Shares remain unsold shall, and shall cause each Selling Firm to, after such reasonable effortsthe Closing Date, give prompt written notice to the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation Company when, in the opinion of the Canadian Underwriters’ opinion, the Underwriters they have ceased the completed distribution of the SharesShares in the provinces and territories of Canada, and, as soon as reasonably practicable after completion including notice of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Shares distributed sold in each of the Canadian Qualifying Jurisdictions where provinces and territories of Canada and any other jurisdiction. (e) Each Underwriter that breakdown is required by not a Canadian Securities Commission for Underwriter (a “Non-Canadian Underwriter”) hereby covenants and agrees with the purpose of calculating fees payable to, Company that it will not sell or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell, nor allow any agent or selling group member acting on behalf of such Non-Canadian Underwriter in connection with the Offering to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United Statesor offer to sell, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any jurisdictionperson resident in Canada.

Covenants of the Underwriters. (1) The Underwriters hereby covenant and agree with the Company as follows: (a) Each Underwriter severally covenants with During the Corporation not period of distribution of the Offered Shares by or through the Underwriters or a Selling Firm, the Underwriters will offer and sell, and the Underwriters will require any Selling Firm to take any action that would result agree to offer and sell, the Offered Shares to the public only in the Corporation being required to file Qualifying Jurisdictions in compliance with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared Canadian Securities Laws and filed in accordance with this Underwriting Agreement. For the terms purposes of Section 8(othis paragraph 9(1)(a)) prepared by or on behalf of such Underwriter , the Underwriters shall be entitled to assume that otherwise would not be required to be filed by the Corporation thereunder, but Offered Shares are qualified for distribution in any Qualifying Jurisdiction where a receipt for the action of the UnderwriterFinal Prospectus has been issued. (b) The Underwriters hereby severally further covenant will not, and will require any Selling Firm to agree not to, directly or indirectly, solicit offers to purchase or sell the Offered Shares or deliver any Offering Document to purchasers or prospective purchasers of the Offered Shares so as to require registration of the Offered Shares or filing of a prospectus or registration statement with respect to those Offered Shares under the Corporation laws of any jurisdiction other than the following: Qualifying Jurisdictions. (ic) during The Underwriters, and any Selling Firm appointed hereunder, will use commercially reasonable efforts to complete the period of distribution of the Offered Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in promptly as possible after the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Closing. The Underwriters will notify the Corporation Company as soon as possible when, in the Underwriters’ opinion, the Underwriters and the Selling Firms have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, Offered Shares and will promptly provide the CorporationCompany, in writing, with a breakdown of the number of Offered Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The . (d) Upon the Company obtaining the necessary receipts therefor in each Qualifying Jurisdiction, the Underwriters will shall deliver one copy of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material to each of the purchaser of Offered Shares within one Business Day of receipt thereof. (and will cause the Selling Firms to2) comply with Canadian Securities Laws and securities laws applicable No Underwriter shall be liable to the Underwriters in the United States Company under this Section 9 with respect to the offer to sell and the distribution a default by any of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any jurisdictionother Underwriters.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (ifollowing:(i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Underwriting Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses Prospectus so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any jurisdiction.

Covenants of the Underwriters. Each of the Underwriters severally, but not jointly or jointly and severally, represents, warrants, covenants and agrees with the Company and SMTC that: (a) Each Underwriter severally covenants with it will offer and sell, and will require any Selling Firm appointed by it to offer and sell, the Corporation not to take any action that would result Special Warrants only in those jurisdictions where they may be lawfully offered for sale or sold and only at the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or price per Special Warrant set out on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter.herein; (b) The Underwriters hereby severally further covenant it will, and agree will require any Selling Firm appointed by it to, conduct activities in connection with the Corporation Offering in compliance with all applicable Canadian Securities Laws and the following: applicable securities laws of the United States and will not (i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only place an advertisement in the Canadian Qualifying Jurisdictions and a publication with general circulation in the United States directly and through other duly registered investment dealers and brokers (that refers to the UnderwritersOffering, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares Special Warrants or deliver to any Prospectuses so as to prospective Substituted Purchaser any document or material that constitutes an offering memorandum under the laws of any jurisdiction, and would require the registration of the Shares Special Warrants, or the filing of a prospectus with respect to the Shares Special Warrants under the laws of any jurisdiction. Any offer or sales of the Special Warrants in the United States will be made in accordance with Section 13; (c) it will, and will require any Selling Firm appointed by it to require, that all offers and sales of the Special Warrants and the securities underlying the Special Warrants prior to the first anniversary of the Closing Date must be made only in accordance with the provisions of Rule 903 or Rule 904 under the Securities Act; pursuant to registration of the securities under the Securities Act; or pursuant to an available exemption from the registration requirements of the Securities Act; and it will not, and will require any Selling Firm appointed by it not to, engage in hedging transactions with regard to such securities prior to the first anniversary of the Closing Date unless in compliance with the Securities Act; (d) it will, and will require any Selling Firm appointed by it to, obtain from each Substituted Purchaser an executed and duly completed Subscription Agreement for the purchase of Special Warrants together with the purchase price therefor; (e) promptly upon the Company and SMTC obtaining a receipt therefor from the Securities Commissions and delivering copies of the Prospectus to such Underwriter it will deliver or cause to be delivered one copy of the Prospectus to each holder of Special Warrants as indicated on the register of holders of Special Warrants maintained by the Trustee; (f) it will notify the Company and SMTC when, in the Underwriters’ opinion, the distribution of Special Warrants shall have ceased and provide a breakdown of the number of Special Warrants distributed in the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Commissions; (g) it will not make any representations or warranties with respect to the Company, SMTC, the Special Warrants, the Warrants, the Exchangeable Shares or the Common Shares other than as set forth in this Agreement, the Subscription Agreements, the Preliminary Prospectus or the Prospectus; and (h) subject to satisfaction of each of the conditions in Section 12, it will execute and deliver to the Company and SMTC the Underwriters’ certificate and any other certificate required to be executed by it under the applicable Canadian Securities Laws in connection with the Preliminary Prospectus, the Prospectus, any Amendment and any Supplementary Material; (i) it will require, and will require any Selling Firm appointed by it to require, with respect to each offer or sale of the Special Warrants or the securities underlying the Special Warrants made prior to the first anniversary of the Closing Date the purchaser of such securities (other than a distributor) to (i) certify that it is not a U.S. person and is not acquiring such securities for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the Securities Act; (ii) agree to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, and (iii) agree not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act; and (j) it will, and it will require any Selling Firm appointed by it to require, that each distributor selling the Special Warrants or the securities underlying the Special Warrants to a distributor, a dealer, or a person receiving a selling concession, fee or other remuneration, prior to the first anniversary of the Closing Date, must send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to an underwriter.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (ifollowing:(i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Underwriting Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable within 30 days after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any jurisdiction.Canadian

Covenants of the Underwriters. Each of the Underwriters, severally and not jointly (a) Each Underwriter severally or jointly and severally), represents, warrants, covenants and agrees with the Corporation not Company that: 2.1 they may offer the Offered Shares for sale to take any action that would result the public in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or Qualifying Jurisdictions on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunderCompany, but for the action directly (including through any affiliate of the an Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), only as permitted by and in accordance with applicable Securities Laws, upon the terms and conditions set forth in the Time of Sale ProspectusCanadian Prospectuses, the U.S. Prospectuses and in this Agreement, and that each of them and the Selling Firms will not, directly or indirectly, offer Offered Shares 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 material ongoing reporting or other obligation in such jurisdiction. The Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution in any Qualifying Province where the Prospectus Receipt shall have been obtained following the filing of the Canadian Prospectuses; 2.2 from the date of commencement of distribution of the Common Shares to the date such distribution ceases, they will: (i) not provide to any potential investors of the Common Shares any marketing materials without the prior approval by the Company of the template version of such marketing materials, such approval to be evidenced by a written agreement between the Company and the Lead Underwriter on behalf of the Underwriters; provided, for greater certainty, that the Term Sheet was approved by the Company and CFCC on behalf of the Underwriters pursuant to a written agreement reconfirmed on January 27, 2016; and (ii) provide a copy of the Underwriters Canadian Prospectuses and the U.S. Prospectuses to each potential investor of Offered Shares who receives any marketing materials and to each potential investor of the Offered Shares that expresses an interest in acquiring Offered Shares; 2.3 offers and sales of the Offered Shares in the United States shall be made by or through the Underwriters’ U.S. registered broker-dealer affiliates; 2.4 they will complete and will use their commercially reasonable efforts to sell the Shares at the Purchase Price and cause their Selling Firms, if any such Shares remain unsold after such reasonable effortsany, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased to complete the distribution of the SharesOffered Shares as promptly as possible after the Closing Time, andor the Option Closing Time, as soon as reasonably practicable after completion applicable, and the Lead Underwriter, on behalf of the distributionUnderwriters, will provide notify the CorporationCompany when, in writingtheir opinion, with the distribution of the Offered Shares shall have ceased and provide a breakdown of the number of Offered Shares distributed in each of the Canadian Qualifying Jurisdictions Province where that such breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings withreimbursable by, that Canadian Securities Commission. The Underwriters will Regulators; and 2.5 such Underwriter shall not include any “issuer information” (and will cause as defined in Rule 433 under the Selling Firms toSecurities Act) comply with Canadian Securities Laws and securities laws applicable in any Free Writing Prospectus used or referred to by such Underwriter without the Underwriters in prior written consent of the United States Company; provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the offer to sell and Company with the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect Commission prior to the Shares under use of such Free Writing Prospectus, and (ii) “issuer information”, as used in this Section 2.5, shall not be deemed to include information prepared by or on behalf of such Underwriter on the laws basis of any jurisdictionor derived from issuer information.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) 2.1 The Underwriters hereby severally further covenant and agree with the Corporation the following: REIT that: (ia) during the period course of the distribution of the Shares Offered Units to the public by or through the Underwriters, the Underwriters they will offer and sell the Shares Offered Units for sale to the public only in on behalf of the Canadian Qualifying Jurisdictions and in the United States REIT, directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”)) in the Qualifying Jurisdictions only 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 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 Time Qualifying Jurisdictions, that would require the filing of Sale Prospectusa 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 Prospectuses United States, and in this Agreement; they shall ensure that each Selling Firm (ii) 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 2.1(a), 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 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 Commissions; (b) they will use reasonable efforts to re-sell the Shares Offered Units at the Purchase Price Offering Price, and if any such Shares Offered Units remain unsold after such reasonable efforts, the Underwriters may sell such Shares securities at such lower price lower than the Purchase Price as is permitted under by applicable law; (c) they will not, except in accordance with Schedule “A”, solicit subscriptions for the Offered Units, trade in Offered Units or otherwise do any act in furtherance of a trade of Offered Units outside of the Qualifying Jurisdictions or in any other jurisdiction outside Canada (including the United States); (d) 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; (e) they will not make use of any “greensheet” in respect of the REIT and the Offering without the approval of the REIT, acting reasonably; (f) from the date of commencement of distribution of the Offered Units to the date such distribution ceases, they will: (i) not provide to any potential investors of the Offered Units any Marketing Materials in respect of the Offered Units that are or would be required to be incorporated by reference into the 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 CIBC World Markets; provided, for greater certainty, that the Applicable Marketing Materials were approved by the REIT and CIBC World Markets pursuant to an agreement dated December 5, 2016; and (iiiii) provide a copy of the Underwriters Preliminary Prospectus to each potential investor of the Offered Units who receives any Marketing Materials referred to in this paragraph 2.1(f); (g) they will notify the Corporation whencomplete and will use their commercially reasonable efforts to cause their Selling Firms, in the Underwriters’ opinionif any, the Underwriters have ceased to complete the distribution of the Shares, andOffered Units as promptly as possible at or after the Closing Time or Over-Allotment Closing Time, as soon as reasonably practicable after completion applicable, and CIBC World Markets will (i) notify the REIT when, in its opinion, the distribution of the distribution, will Offered Units shall have ceased and (ii) provide the Corporation, in writing, with a breakdown of the number of Shares Offered Units distributed in each of the Canadian Qualifying Jurisdictions Jurisdiction where that such breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings withreimbursable by, that Canadian a Securities Commission. The Underwriters , 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; (h) they will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable 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 United States GP, acting reasonably; (i) they will not make any representations or warranties with respect to the offer to sell and REIT or the distribution 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 Shares. Except REIT, acting reasonably; (j) 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 Canadian Qualifying Jurisdictions and REIT the certificates required to be executed by the Underwriters under applicable Securities Laws in connection with the United StatesPreliminary Prospectus, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell Prospectus and any Amendment; (k) the Shares or deliver any Prospectuses so as to require the registration obligations of the Shares Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for any act, omission, default or the filing conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter; and (l) for certainty, all offers and sales of a prospectus Offered Units have been and shall be made in accordance with respect to the Shares under the laws of any jurisdictionSchedule “A” hereto.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) 2.1 The Underwriters hereby severally further covenant and agree with the Corporation the following: REIT that: (ia) during the period course of the distribution of the Shares Offered Units to the public by or through the Underwriters, the Underwriters they will offer and sell the Shares Offered Units for sale to the public only in on behalf of the Canadian Qualifying Jurisdictions and in the United States REIT, directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”)) in the Qualifying Jurisdictions only 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 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 Time Qualifying Jurisdictions, that would require the filing of Sale Prospectusa 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 Prospectuses United States, and in this Agreement; they shall ensure that each Selling Firm (ii) 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 2.1(a), 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 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 Commissions; (b) they will use reasonable efforts to re-sell the Shares Offered Units at the Purchase Price Offering Price, and if any such Shares Offered Units remain unsold after such reasonable efforts, the Underwriters may sell such Shares securities at such lower price lower than the Purchase Price as is permitted under by applicable law; (c) they will not, except in accordance with Schedule “A”, solicit subscriptions for the Offered Units, trade in Offered Units or otherwise do any act in furtherance of a trade of Offered Units outside of the Qualifying Jurisdictions or in any other jurisdiction outside Canada (including the United States); (d) 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; (e) they will not make use of any “greensheet” in respect of the REIT and the Offering without the approval of the REIT, acting reasonably; (f) from the date of commencement of distribution of the Offered Units to the date such distribution ceases, they will: (i) not provide to any potential investors of the Offered Units any Marketing Materials in respect of the Offered Units that are or would be required to be incorporated by reference into the 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 Lead Underwriter; provided, for greater certainty, that the Applicable Marketing Materials were approved by the REIT and the Lead Underwriter pursuant to an agreement dated July 5, 2016; and (iiiii) provide a copy of the Underwriters Preliminary Prospectus to each potential investor of the Offered Units who receives any Marketing Materials referred to in this paragraph 2.1(f); (g) they will notify the Corporation whencomplete and will use their commercially reasonable efforts to cause their Selling Firms, in the Underwriters’ opinionif any, the Underwriters have ceased to complete the distribution of the Shares, andOffered Units as promptly as possible at or after the Closing Time or Over-Allotment Closing Time, as soon as reasonably practicable after completion applicable, and the Lead Underwriter will (i) notify the REIT when, in its opinion, the distribution of the distribution, will Offered Units shall have ceased and (ii) provide the Corporation, in writing, with a breakdown of the number of Shares Offered Units distributed in each of the Canadian Qualifying Jurisdictions Jurisdiction where that such breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings withreimbursable by, that Canadian a Securities Commission. The Underwriters , 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; (h) they will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable 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 United States GP, acting reasonably; (i) they will not make any representations or warranties with respect to the offer to sell and REIT or the distribution 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 Shares. Except REIT, acting reasonably; (j) 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 Canadian Qualifying Jurisdictions and REIT the certificates required to be executed by the Underwriters under applicable Securities Laws in connection with the United StatesPreliminary Prospectus, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell Prospectus and any Amendment; and (k) the Shares or deliver any Prospectuses so as to require the registration obligations of the Shares Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for any act, omission, default or the filing of a prospectus with respect to the Shares under the laws of conduct by any jurisdictionother Underwriter or any Selling Firm appointed by any other Underwriter.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not The Underwriters will be permitted to take any action that would result appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through Offered Securities in the Underwritersprovinces of Canada, other than Quebec (a “Selling Firm”). The Underwriters shall, and shall require_any Selling Firm to, comply with Canadian Securities Laws in connection with the Underwriters will distribution of the Offered Securities and offer and sell the Shares to the public Offered Securities for sale only in the Canadian Qualifying Jurisdictions and in the United States provinces of Canada, other than Quebec, directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “appointed Selling Firms”), Firms upon the terms and conditions set forth in the Time Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Offered Securities only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of Sale Prospectusthe foregoing, no Offered Securities will be offered for sale or sold in any province of Canada by any Canadian Underwriter (as defined below) or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province in a category that permits the trade and no Offered Securities will be offered for sale or sold in Quebec. For the purposes of this Section 9, the Prospectuses Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in each of the provinces of Canada, other than Quebec. For the avoidance of doubt, the Representatives are not acting as underwriters of the Offered Securities in any province of Canada and no action on the part of each of the Representatives in this Agreement; their respective capacities as an underwriter of the offering of Offered Securities in the United States will create any impression or support any conclusion that the firm is acting as a Canadian Underwriter of the Offered Securities in any province of Canada. The Underwriters that are designated as “Canadian Underwriters” on Schedule A hereto (iithe “Canadian Underwriters”) the Underwriters will shall use their commercially reasonable efforts to sell the Shares at the Purchase Price complete, and if any such Shares remain unsold after such reasonable effortsto cause each Selling Firm to complete, the Underwriters may sell such Shares at such price lower than distribution of the Purchase Price Offered Securities as is permitted under applicable law; promptly as possible after the Closing Date, and (iii) shall, and shall cause each Selling Firm to, after the Underwriters will notify Closing Date, give prompt written notice to the Corporation Company when, in the opinion of the Canadian Underwriters’ opinion, the Underwriters they have ceased the completed distribution of the SharesOffered Securities in the provinces of Canada, andother than Quebec, as soon as reasonably practicable after completion including notice of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Shares distributed Offered Securities sold in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose such provinces of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (Canada and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any other jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o8(q)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or Shares, the filing of a prospectus with respect to the Shares Shares, or the imposition of continuous disclosure obligations under the laws of any jurisdiction. (c) Notwithstanding anything to the contrary in Section 9(b), Deutsche Bank Securities Inc. (“DBSI”) covenants and agrees with the Corporation that it shall only sell the Shares outside of Canada in accordance with Canadian Securities Laws and shall not, directly or indirectly, advertise or solicit offers to purchase or sell Shares in Canada, and, at the Time of Closing, DBSI shall deliver a certificate to the Corporation and the Bookrunners confirming that, to the best of its knowledge, it has not sold any Shares to any residents of Canada. For the avoidance of doubt, DBSI is not acting as an underwriter of Shares in Canada and no action on the part of DBSI in its capacity as an underwriter of the offering of the Shares in the United States will create any impression or support any conclusion that it is acting as an underwriter of the Shares in Canada.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation Company that, without the prior consent of the Company and the Representatives, it has not to made and will not take any action that would result in the Corporation Company being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of or used or referred to by such Underwriter that otherwise would not be required to be filed by the Corporation Company thereunder, but for the action of such Underwriter; any such free writing prospectus the Underwriteruse of which has been consented to by the Company and the Representatives is listed on Schedule II hereto. (b) The Underwriters hereby severally further covenant and agree with will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Corporation the following: (i) during the period of distribution of the Shares by or through in the Underwritersprovinces and territories of Canada (a “Selling Firm”). The Underwriters shall, and shall require any Selling Firm, to comply with Canadian Securities Laws in connection with the Underwriters will offer and sell distribution of the Shares and to offer the public Shares for sale only in the Canadian Qualifying Jurisdictions provinces and in the United States territories of Canada directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “appointed Selling Firms”), Firms upon the terms and conditions set forth in the Time Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Shares only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of Sale Prospectusthe foregoing, no Shares will be offered for sale or sold in any province or territory of Canada by any Canadian Underwriter or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province or territory in a category that permits the trade. For the purposes of this Section 9, the Prospectuses Underwriters shall be entitled to assume that the Shares are qualified for distribution in each of the provinces and territories of Canada. For the avoidance of doubt, each of Xxxxx Fargo Securities, LLC, KeyBanc Capital Markets Inc. and SG Americas Securities, LLC is not acting as an underwriter of the Shares in this Agreement; any province or territory of Canada and no action on the part of Xxxxx Fargo Securities, LLC, KeyBanc Capital Markets Inc., or SG Americas Securities, LLC in its capacity as an underwriter of the offering of Shares in the United States will create any impression or support any conclusion that the firm is acting as a Canadian Underwriter of the Shares in any province or territory of Canada. (iic) The obligations of the Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for an act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. (d) The Underwriters that are designated as “Canadian Underwriters” on Schedule I hereto (the “Canadian Underwriters”) shall use their commercially reasonable efforts to sell complete, and to cause each Selling Firm to complete, the distribution of the Shares at as promptly as possible after the Purchase Price Closing Date, and if any such Shares remain unsold shall, and shall cause each Selling Firm to, after such reasonable effortsthe Closing Date, give prompt written notice to the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation Company when, in the opinion of the Canadian Underwriters’ opinion, the Underwriters they have ceased the completed distribution of the SharesShares in the provinces and territories of Canada, and, as soon as reasonably practicable after completion including notice of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Shares distributed sold in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose provinces and territories of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (Canada and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any other jurisdiction.

Covenants of the Underwriters. (a) 6.1 Each Underwriter severally covenants with the Corporation not that it shall: (a) conduct its activities in attempting to take any action that would result sell the Purchased Securities, directly and through other registered dealers (or other dealers duly qualified in their respective jurisdictions) (the Corporation being required to file "Selling Firms") in compliance with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared all relevant laws and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter.regulatory requirements; (b) The Underwriters hereby severally further covenant and agree with 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 following: Prospectus to each Purchaser or prospective purchaser of Purchased Securities; (d) offer and cause the Selling Firms to offer the Purchased Securities for sale to the 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 date such distribution ceases, each Underwriter and Selling Firm (i) during will not make use of any "bluesheet" or provide any other Marketing Materials other than the period November 2015 Marketing Materials in respect of the Purchased Securities without the approval of the Corporation and no "standard term sheet" (as defined in NI 41-101) in respect of the Purchased Securities will be provided by them to any potential investors of the Purchased Securities without the approval of the Corporation; and (ii) will provide a copy of the Base Prospectus to each potential investor of the Purchased Securities who receives the November 2015 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 Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein Purchased Securities as the “Selling Firms”), upon the terms and conditions set forth in soon as possible after the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Closing. The Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will shall notify the Corporation when, in the Underwriters’ ' opinion, the Underwriters have ceased the distribution of the Shares, andPurchased Securities has been completed and provide the Corporation, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writingpractical thereafter, with a breakdown of the number of Shares Purchased Securities distributed in each of the Canadian Qualifying Jurisdictions where that such breakdown is required by a Canadian Securities Commission for the purpose securities regulatory authority of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any such jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation Company that, without the prior consent of the Company and the Representatives, it has not to made and will not take any action that would result in the Corporation Company being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of or used or referred to by such Underwriter that otherwise would not be required to be filed by the Corporation Company thereunder, but for the action of such Underwriter; any such free writing prospectus the Underwriteruse of which has been consented to by the Company and the Representatives is listed on Schedule II hereto. (b) The Underwriters hereby severally further covenant and agree with will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Corporation the following: (i) during the period of distribution of the Shares by or through in the Underwritersprovinces and territories of Canada (a “Selling Firm”). The Underwriters shall, and shall require any Selling Firm, to comply with Canadian Securities Laws in connection with the Underwriters will offer and sell distribution of the Shares and to offer the public Shares for sale only in the Canadian Qualifying Jurisdictions provinces and in the United States territories of Canada directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “appointed Selling Firms”), Firms upon the terms and conditions set forth in the Time Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Shares only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of Sale Prospectusthe foregoing, no Shares will be offered for sale or sold in any province or territory of Canada by any Canadian Underwriter or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province or territory in a category that permits the trade. For the purposes of this Section 9, the Prospectuses Underwriters shall be entitled to assume that the Shares are qualified for distribution in each of the provinces and territories of Canada. For the avoidance of doubt, Xxxxx Fargo Securities, LLC is not acting as an underwriter of the Shares in this Agreement; any province or territory of Canada and no action on the part of Xxxxx Fargo Securities, LLC in its capacity as an underwriter of the offering of Shares in the United States will create any impression or support any conclusion that the firm is acting as a Canadian Underwriter of the Shares in any province or territory of Canada. (iic) The obligations of the Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for an act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. (d) The Underwriters that are designated as “Canadian Underwriters” on Schedule I hereto (the “Canadian Underwriters”) shall use their commercially reasonable efforts to sell complete, and to cause each Selling Firm to complete, the distribution of the Shares at as promptly as possible after the Purchase Price Closing Date, and if any such Shares remain unsold shall, and shall cause each Selling Firm to, after such reasonable effortsthe Closing Date, give prompt written notice to the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation Company when, in the opinion of the Canadian Underwriters’ opinion, the Underwriters they have ceased the completed distribution of the SharesShares in the provinces and territories of Canada, and, as soon as reasonably practicable after completion including notice of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Shares distributed sold in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose provinces and territories of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (Canada and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any other jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III II hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(n) or 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (ba) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers brokers, in each case registered under applicable Canadian Securities Laws, U.S. Securities Laws and the requirements of the Financial Industry Regulatory Authority, Inc. (“FINRA”), as applicable (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause ensure proper procedures are in place to require the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses Prospectus so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o8(r)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares Offered Units by or through the Underwriters, the Underwriters will offer and sell the Shares Offered Units to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares Offered Units at the Purchase Price and if any such Shares Offered Units remain unsold after such reasonable efforts, the Underwriters may sell such Shares Offered Units at such price lower than the Purchase Price as is permitted under applicable lawApplicable Law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the SharesOffered Units, and, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares Offered Units distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares Offered Units or deliver any Prospectuses so as to require the registration of the Shares or Shares, Warrants and Warrant Shares, the filing of a prospectus with respect to the Shares Offered Units, or the imposition of continuous disclosure obligations under the laws of any jurisdiction.

Covenants of the Underwriters. (1) The Underwriters hereby covenant and agree with the Corporation as follows: (a) Each Underwriter severally covenants with During the Corporation not period of distribution of the Offered Debentures by or through the Underwriters or a Selling Firm, the Underwriters will offer and sell, and the Underwriters will require any Selling Firm to take any action that would result agree to offer and sell, the Offered Debentures to the public only in the Corporation being required Qualifying Jurisdictions or where they may lawfully be offered for sale or sold and as described in the Offering Documents. For the purposes of this Section 9(1)(a), the Underwriters shall be entitled to file with assume that the Commission under Rule 433(d) Offered Debentures are qualified for distribution in any Qualifying Jurisdiction where a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but receipt for the action of the UnderwriterFinal Prospectus has been issued. (b) The Underwriters hereby severally further covenant 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 Underwriting Agreement and U.S. Securities Laws in connection with the Corporation offer to sell and the following: (i) during the period of distribution of the Shares by or through the Underwriters, the Offered Debentures. (c) The Underwriters will offer 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 Shares Offered Debentures or deliver any Offering Document to Purchasers so as to require registration of the public only in Offered Debentures or filing of a prospectus or registration statement with respect to those Offered Debentures under the Canadian laws of any jurisdiction other than the Qualifying Jurisdictions 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 offer or sales of Offered Debentures in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together will be made in accordance with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth 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” form part of this Underwriting Agreement. (d) The Underwriters, and any Selling Firm appointed hereunder, will use their reasonable best efforts to complete the distribution of the Offered Debentures as promptly as possible after the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Closing. The Underwriters will notify the Corporation as soon as possible when, in the Underwriters’ opinion, the Underwriters and the Selling Firms have ceased the distribution of the Shares, Offered Debentures and, as soon as reasonably practicable within 30 days after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares Offered Debentures distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The . (e) Upon the Corporation obtaining the necessary receipts therefor in each Qualifying Jurisdiction, the Underwriters will shall deliver one copy of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material to each of the Purchasers within one Business Day of receipt thereof. (and will cause the Selling Firms to2) comply with Canadian Securities Laws and securities laws applicable No Underwriter shall be liable to the Underwriters in the United States Corporation under this Section 9 with respect to the offer to sell and the distribution a default by any of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any jurisdictionother Underwriters.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with represents and warrants to, and agrees with, the Corporation Bank and each other Underwriter that it has not made, and will not make, any offer relating to take any action the Securities that would result in the Corporation being required to file with the Commission under Rule 433(d) constitute a free writing prospectus without the prior consent of the Bank and the Underwriters (other than such consent not to be unreasonably withheld), provided, however, that prior to the free writing prospectuses, if any, identified preparation of the final term sheet substantially in the form set forth in Schedule III 4 hereto, or any the Underwriters are authorized to use a free writing prospectus prepared and filed in accordance that contains only information (i) describing the preliminary terms of the Securities or their offering or (ii) describing the final terms of the Securities which will not be inconsistent with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by final term sheet substantially in the Corporation thereunder, but for the action of the Underwriterform set forth in Schedule 4 hereto. (b) The Underwriters hereby severally further covenant Each Underwriter represents and agree with the Corporation the following: (i) during the period of distribution of the Shares by agrees that it has not offered or through the Underwriterssold, the Underwriters will offer directly or indirectly, and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters it will not, directly or indirectly, solicit offers to purchase offer, sell or sell the Shares or deliver deliver, any Prospectuses so as to require the registration of the Shares Securities in or from Canada or to any resident of Canada, provided that the filing Underwriters may, in their discretion, resell such Securities to the Canadian investment dealer affiliate of CIBC World Markets Corp. Each Underwriter further agrees that it will include a prospectus comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to the Shares Securities that may be entered into by such Underwriter. CIBC World Markets Corp. further agrees that (i) any offer or sale by its Canadian investment dealer affiliate of the Notes, as contemplated in the paragraph above, purchased by it hereunder in Canada or to any resident of Canada shall only be effected on a private placement basis in accordance with applicable exemptions under the applicable securities laws in the relevant jurisdictions; and (ii) neither it nor its Canadian investment dealer affiliate will distribute or deliver the Prospectus or Prospectus Supplement or any other offering material relating to Securities purchased by it hereunder, in Canada in contravention of the securities laws or regulations of any jurisdictionprovince or territory of Canada. (c) Each Underwriter represents and warrants to, and agrees with, the Bank that none of the payments to be made to the Underwriter by the Bank under this Agreement shall be for services rendered in Canada by or on behalf of such Underwriter.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o8(r)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares Offered Units by or through the Underwriters, the Underwriters will offer and sell the Shares Offered Units to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares Offered Units at the Purchase Price and if any such Shares Offered Units remain unsold after such reasonable efforts, the Underwriters may sell such Shares Offered Units at such price lower than the Purchase Price as is permitted under applicable lawApplicable Law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the SharesOffered Units, and, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares Offered Units distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares Offered Units or deliver any Prospectuses so as to require the registration of the Shares or Shares, Warrants and Warrant Shares, the filing of a prospectus with respect to the Shares Offered Units, or the imposition of continuous disclosure obligations under the laws of any jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation Company that, without the prior consent of the Company and the Representatives, it has not to made and will not take any action that would result in the Corporation Company being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of or used or referred to by such Underwriter that otherwise would not be required to be filed by the Corporation Company thereunder, but for the action of such Underwriter; any such free writing prospectus the Underwriteruse of which has been consented to by the Company and the Representatives is listed on Schedule II hereto. (b) The Underwriters hereby severally further covenant and agree with will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Corporation the following: (i) during the period of distribution of the Shares by or through in the Underwritersprovinces and territories of Canada (a “Selling Firm”). The Underwriters shall, and shall require any Selling Firm to, comply with Canadian Securities Laws in connection with the Underwriters will offer and sell distribution of the Shares to and offer the public Shares for sale only in the Canadian Qualifying Jurisdictions provinces and in the United States territories of Canada directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “appointed Selling Firms”), Firms upon the terms and conditions set forth in the Time Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Shares only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of Sale Prospectusthe foregoing, no Shares will be offered for sale or sold in any province or territory of Canada by any Canadian Underwriter (as defined below) or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province or territory in a category that permits the trade. For the purposes of this Section 8, the Prospectuses Underwriters shall be entitled to assume that the Shares are qualified for distribution in each of the provinces and territories of Canada. For the avoidance of doubt, each of Xxxxx Fargo Securities, LLC, KeyBanc Capital Markets Inc. and SG Americas Securities, LLC is not acting as an underwriter of the Shares in this Agreement; any province or territory of Canada and no action on the part of Xxxxx Fargo Securities, LLC, KeyBanc Capital Markets Inc. or SG Americas Securities, LLC in its capacity as an underwriter of the offering of Shares in the United States will create any impression or support any conclusion that the firm is acting as a Canadian Underwriter of the Shares in any province or territory of Canada. (iic) The obligations of the Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for an act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. (d) The Underwriters that are designated as “Canadian Underwriters” on Schedule I hereto (the “Canadian Underwriters”) shall use their commercially reasonable efforts to sell complete, and to cause each Selling Firm to complete, the distribution of the Shares at as promptly as possible after the Purchase Price Closing Date, and if any such Shares remain unsold shall, and shall cause each Selling Firm to, after such reasonable effortsthe Closing Date, give prompt written notice to the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation Company when, in the opinion of the Canadian Underwriters’ opinion, the Underwriters they have ceased the completed distribution of the SharesShares in the provinces and territories of Canada, and, as soon as reasonably practicable after completion including notice of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Shares distributed sold in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose provinces and territories of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (Canada and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any other jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation Company that, without the prior consent of the Company and the Representatives, it has not to made and will not take any action that would result in the Corporation Company being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of or used or referred to by such Underwriter that otherwise would not be required to be filed by the Corporation Company thereunder, but for the action of such Underwriter; any such free writing prospectus the Underwriteruse of which has been consented to by the Company and the Representatives is listed on Schedule II hereto. (b) The Underwriters hereby severally further covenant and agree with will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Corporation the following: (i) during the period of distribution of the Shares by or through in the Underwritersprovinces of Canada (a “Selling Firm”). The Underwriters shall, and shall require any Selling Firm to, comply with Canadian Securities Laws in connection with the Underwriters will offer and sell distribution of the Shares to and offer the public Shares for sale only in the Canadian Qualifying Jurisdictions and in the United States provinces of Canada directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “appointed Selling Firms”), Firms upon the terms and conditions set forth in the Time Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Shares only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of Sale Prospectusthe foregoing, no Shares will be offered for sale or sold in any province of Canada by any Canadian Underwriter (as defined below) or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province in a category that permits the trade. For the purposes of this Section 8, the Prospectuses Underwriters shall be entitled to assume that the Shares are qualified for distribution in each of the provinces of Canada. For the avoidance of doubt, each of KeyBanc Capital Markets Inc. and SG Americas Securities, LLC is not acting as an underwriter of the Shares in this Agreement; any province of Canada and no action on the part of KeyBanc Capital Markets Inc. and SG Americas Securities, LLC in its capacity as an underwriter of the offering of Shares in the United States will create any impression or support any conclusion that the firm is acting as a Canadian Underwriter of the Shares in any province of Canada. (iic) The obligations of the Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for an act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. (d) The Underwriters that are designated as “Canadian Underwriters” on Schedule I hereto (the “Canadian Underwriters”) shall use their commercially reasonable efforts to sell complete, and to cause each Selling Firm to complete, the distribution of the Shares at as promptly as possible after the Purchase Price Closing Date, and if any such Shares remain unsold shall, and shall cause each Selling Firm to, after such reasonable effortsthe Closing Date, give prompt written notice to the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation Company when, in the opinion of the Canadian Underwriters’ opinion, the Underwriters they have ceased the completed distribution of the SharesShares in the provinces of Canada, and, as soon as reasonably practicable after completion including notice of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Shares distributed sold in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose provinces of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (Canada and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any other jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally In addition to the other covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action agreements of the Underwriter. (b) The Underwriters hereby severally contained herein, the Underwriters further covenant and agree with the Corporation Company that: (a) Each Underwriter, severally and not jointly, covenants and agrees with the following: Company that such Underwriter will not use or refer to any "free writing prospectus" (ias defined in Rule 405 under the Securities Act) during without the period of distribution prior written consent of the Shares Company, except for any Issuer Free Writing Prospectus set forth in Annex II hereto and any electronic road show previously approved by or through the Lead Underwriters. The Company and each Underwriter, severally and not jointly, agrees that any such free writing prospectus, the use of which has been consented to by the Company and the Underwriters, is listed in Annex II hereto. (b) Each Non-Canadian Underwriter covenants and agrees with the Underwriters Company that it will only offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions Units outside of Canada and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters it will not, directly or indirectly, advertise or solicit offers to purchase or sell Units in Canada. For the Shares or deliver any Prospectuses so avoidance of doubt, the Non-Canadian Underwriters are not acting as to require the registration underwriters of the Shares Units in the Canadian Jurisdictions. (c) During the distribution of the Units, the Lead Underwriters shall, on behalf of the Underwriters, approve in writing any such marketing materials, as contemplated by Canadian Securities Laws and shall not use any marketing materials until such time as the Company confirms in writing that the marketing materials have been approved by the Company. (d) Each Underwriter, on a several basis, covenants and agrees that, during the distribution of the Units, it will not provide any potential investor with any materials or information in relation to the distribution of the Units or the Company other than the Prospectuses and any amendments or supplements thereto in accordance with this Agreement, provided that: (A) any such materials that constitute marketing materials have been approved and filed in accordance with Section 5(c) hereof; and (B) any such materials that constitute "standard term sheets" have been approved in writing by the Company and the Lead Underwriters and are provided in compliance with Canadian Securities Laws. (e) Notwithstanding Section 5(c) and Section 5(d) hereof, following the approval and filing of a prospectus template version of marketing materials in accordance with respect Section 4(r) hereof, the Underwriters may provide a "limited-use version" (as such term is defined in NI 41-101) of such template version to potential investors in the Shares under the laws of any jurisdictionUnits in accordance with Canadian Securities Laws.

Covenants of the Underwriters. (a) Each Underwriter of the Underwriters, severally and not jointly and severally, covenants and agrees with the Corporation Company that: 2.1 the Company is not a “related issuer” or “connected issuer” of such Underwriter. For the purposes of this Section 2.1, “related issuer” and “connected issuer” have the meanings ascribed thereto in National Instrument 33-105 - Underwriting Conflicts; 2.2 they may offer the Offered Shares for sale to take any action that would result the public in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or Qualifying Jurisdictions on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunderCompany, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), only as permitted by applicable Securities Laws, upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses Supplemented Prospectus and in this Agreement; it shall ensure that each Selling Firm, prior to its appointment as such, has delivered to the Underwriters a representation to the effect that the Company is not a “related issuer” of such Selling Firm, and that each Selling Firm, any “related issuer” or “connected issuer” of such Selling Firm. The Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution in any province of Canada where (i) a receipt or similar document for the Canadian Shelf Prospectus has been obtained from the applicable securities regulatory authority following the filing of the Canadian Shelf Prospectus; and (ii) the Underwriters Canadian Prospectus Supplement has been filed; 2.3 any offer by such Underwriter or any of its affiliates of Offered Shares in the United States of America will use reasonable efforts to sell be made in accordance with all applicable Laws and in accordance with the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters provisions set forth in Schedule “A”; 2.4 it will notify the Corporation Company and the Lead Underwriter when, in the Underwriters’ its opinion, the Underwriters have ceased the its distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will Offered Shares shall have ceased and provide the Corporation, in writing, with a breakdown of the number principal amount of Offered Shares distributed in each of the Canadian Qualifying Jurisdictions Province where that such breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable toto a Canadian securities commission or other securities regulatory body; provided, or making filings withhowever, that Canadian Securities Commission. The Underwriters such breakdown shall be provided no later than 30 days following the date on which the distribution of the Offered Shares shall have ceased; 2.5 it will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States not make any representations or warranties with respect to the offer to sell and Company or the distribution Offered Shares other than as set forth in this Agreement or the Supplemented Prospectus or otherwise with the approval of the Shares. Except Company; and 2.6 provided that it is satisfied, in the Canadian Qualifying Jurisdictions and in the United StatesUnderwriters’ sole discretion, acting reasonably, that it is required to do so, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or execute and deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares Company the certificate required to be executed by it under applicable Securities Laws in connection with the laws of Supplemented Prospectus and any jurisdictionAmendment.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not The Underwriters will be permitted to take any action that would result appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through in the Underwritersprovinces of Canada (a “Selling Firm”). The Underwriters shall, and shall require any Selling Firm to, comply with Canadian Securities Laws in connection with the Underwriters will distribution of the Offered Securities and offer and sell the Shares to the public Offered Securities for sale only in the Canadian Qualifying Jurisdictions and in the United States provinces of Canada, directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “appointed Selling Firms”), Firms upon the terms and conditions set forth in the Time Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Offered Securities only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of Sale Prospectusthe foregoing, no Offered Securities will be offered for sale or sold in any province of Canada by any Canadian Underwriter (as defined below) or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province in a category that permits the trade. For the purposes of this Section 9, the Prospectuses Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in each of the provinces of Canada. For the avoidance of doubt, BTIG, LLC is not acting as an underwriter of the Offered Securities in any province of Canada and no action on the part of BTIG, LLC in this Agreement; its capacity as an underwriter of the offering of Offered Securities in the United States will create any impression or support any conclusion that the firm is acting as a Canadian Underwriter of the Offered Securities in any province of Canada. The Underwriters that are designated as “Canadian Underwriters” on Schedule A hereto (iithe “Canadian Underwriters”) the Underwriters will shall use their commercially reasonable efforts to sell the Shares at the Purchase Price complete, and if any such Shares remain unsold after such reasonable effortsto cause each Selling Firm to complete, the Underwriters may sell such Shares at such price lower than distribution of the Purchase Price Offered Securities as is permitted under applicable law; promptly as possible after the Closing Date, and (iii) shall, and shall cause each Selling Firm to, after the Underwriters will notify Closing Date, give prompt written notice to the Corporation Company when, in the opinion of the Canadian Underwriters’ opinion, the Underwriters they have ceased the completed distribution of the SharesOffered Securities in the provinces of Canada, and, as soon as reasonably practicable after completion including notice of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Shares distributed Offered Securities sold in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose provinces of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver Canada any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any other jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation Company not to take any action that would result in the Corporation Company being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule II and III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation Company thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation Company the following: (i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and sell the Shares to the public only in the Canadian Qualifying Jurisdictions and in the United States directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation Company when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will provide the CorporationCompany, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation Company that, without the prior consent of the Company and the Representatives, it has not to made and will not take any action that would result in the Corporation Company being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of or used or referred to by such Underwriter that otherwise would not be required to be filed by the Corporation Company thereunder, but for the action of such Underwriter; any such free writing prospectus the Underwriteruse of which has been consented to by the Company and the Representatives is listed on Schedule II hereto. (b) The Underwriters hereby severally further covenant and agree with will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Corporation the following: (i) during the period of distribution of the Shares by or through in the Underwritersprovinces and territories of Canada (a “Selling Firm”). The Underwriters shall, and shall require any Selling Firm to, comply with Canadian Securities Laws in connection with the Underwriters will offer and sell distribution of the Shares to and offer the public Shares for sale only in the Canadian Qualifying Jurisdictions provinces and in the United States territories of Canada directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “appointed Selling Firms”), Firms upon the terms and conditions set forth in the Time Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Shares only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of Sale Prospectusthe foregoing, no Shares will be offered for sale or sold in any province or territory of Canada by any Canadian Underwriter (as defined below) or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province or territory in a category that permits the trade. For the purposes of this Section 8, the Prospectuses Underwriters shall be entitled to assume that the Shares are qualified for distribution in each of the provinces and territories of Canada. For the avoidance of doubt, each of KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., and SMBC Nikko Securities America, Inc. is not acting as an underwriter of the Shares in this Agreement; any province or territory of Canada and no action on the part of KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., and SMBC Nikko Securities America, Inc. in its capacity as an underwriter of the offering of Shares in the United States will create any impression or support any conclusion that the firm is acting as a Canadian Underwriter of the Shares in any province or territory of Canada. (iic) The obligations of the Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for an act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter. (d) The Underwriters that are designated as “Canadian Underwriters” on Schedule I hereto (the “Canadian Underwriters”) shall use their commercially reasonable efforts to sell complete, and to cause each Selling Firm to complete, the distribution of the Shares at as promptly as possible after the Purchase Price Closing Date, and if any such Shares remain unsold shall, and shall cause each Selling Firm to, after such reasonable effortsthe Closing Date, give prompt written notice to the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation Company when, in the opinion of the Canadian Underwriters’ opinion, the Underwriters they have ceased the completed distribution of the SharesShares in the provinces and territories of Canada, and, as soon as reasonably practicable after completion including notice of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Shares distributed sold in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose provinces and territories of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (Canada and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any other jurisdiction.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) 2.1 The Underwriters hereby severally further covenant and agree with the Corporation the following: REIT that: (ia) during the period course of the distribution of the Shares Offered Securities to the public by or through the Underwriters, the Underwriters they will offer and sell the Shares Offered Securities for sale to the public only in on behalf of the Canadian Qualifying Jurisdictions and in the United States REIT, directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”)) in the Qualifying Jurisdictions only and complete the distribution of the Offered Securities only as permitted by and in accordance with applicable Securities Laws which, for greater certainty, shall include delivery by the Underwriters of a copy of the Supplemented Prospectus and any Amendment to each purchaser of Offered Securities 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 Securities for sale in any jurisdiction, other than the Time Qualifying Jurisdictions, that would require the filing of Sale Prospectusa 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 Prospectuses United States, and in this Agreement; they shall ensure that each Selling Firm (ii) 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 2.1(a), the Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in any province of Canada referred to in the final NP 11-202 receipt for the Base Shelf Prospectus obtained from the British Columbia Securities Commission following the filing of the Prospectus Supplement until the Underwriters receive written notice to the contrary from the REIT or the applicable Securities Commissions; (b) they will use reasonable efforts to re-sell the Shares Offered Securities at the Purchase Price Offering Price, and if any such Shares Offered Securities remain unsold after such reasonable efforts, the Underwriters may sell such Shares securities at such lower price lower than the Purchase Price as is permitted under by applicable law; (c) they will not, except in accordance with Schedule “A”, solicit subscriptions for the Offered Securities, trade in Offered Securities or otherwise do any act in furtherance of a trade of Offered Securities outside of the Qualifying Jurisdictions or in any other jurisdiction outside Canada (including the United States); (d) 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; (e) they will not make use of any “greensheet” in respect of the REIT and the Offering without the approval of the REIT, acting reasonably; (f) from the date of commencement of distribution of the Offered Securities to the date such distribution ceases, they will: (i) not provide to any potential investors of the Offered Securities any Marketing Materials in respect of the Offered Securities that are or would be required to be incorporated by reference into the Prospectus Supplement 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 CIBC World Markets; provided, for greater certainty, that the Applicable Marketing Materials were approved by the REIT and CIBC World Markets pursuant to an agreement dated May 31, 2017; and (iiiii) provide a copy of the Underwriters will notify the Corporation whenBase Shelf Prospectus and, in the Underwriters’ opinionif applicable, the Underwriters have ceased Prospectus Supplement to each potential investor of the Offered Securities who receives any Marketing Materials referred to in this paragraph 2.1(f); (g) they will complete and will use their commercially reasonable efforts to cause their Selling Firms, if any, to complete the distribution of the Shares, andOffered Securities as promptly as possible at or after the Closing Time or Over-Allotment Closing Time, as soon as reasonably practicable after completion applicable, and CIBC World Markets will (i) notify the REIT when, in its opinion, the distribution of the distribution, will Offered Securities shall have ceased; and (ii) provide the Corporation, in writing, with a breakdown of the number of Shares Offered Securities distributed in each of the Canadian Qualifying Jurisdictions Jurisdiction where that such breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings withreimbursable by, that Canadian a Securities Commission. The Underwriters , provided that such breakdown shall be provided no later than 30 days following the date on which the distribution of the Offered Securities shall have ceased; (h) they will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable 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 Offered Securities subscribed for by each purchaser of Offered Securities, 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 United States GP, acting reasonably; (i) they will not make any representations or warranties with respect to the offer to sell and REIT or the distribution Offered Securities other than as set forth in this Agreement, the Supplemented Prospectus or any Amendment or otherwise without the written approval of the Shares. Except REIT, acting reasonably; (j) 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 Canadian Qualifying Jurisdictions and in REIT the United States, certificates required to be executed by the Underwriters will not, directly or indirectly, solicit offers to purchase or sell under applicable Securities Laws in connection with the Shares or deliver Prospectus Supplement and any Prospectuses so as to require Amendment; (k) the registration obligations of the Shares Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for any act, omission, default or the filing conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter; and (l) for certainty, all offers and sales of a prospectus Offered Securities have been and shall be made in accordance with respect to the Shares under the laws of any jurisdictionSchedule “A” hereto.

Covenants of the Underwriters. The Underwriters hereby covenant to the Corporation that: (a) Each Underwriter severally covenants with the Corporation not to take any action that would result in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through the Underwriters, the Underwriters will offer and sell the Shares Notes for sale to the public only in the Canadian Qualifying Jurisdictions and in the United States investors on a private placement basis, directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”)) in the Offering Jurisdictions only as permitted by and in accordance with applicable Canadian Securities Laws which, for greater certainty, shall include delivery by the Underwriters of a copy of the Term Sheet to each purchaser of Notes from the Underwriters, and, subject as hereinafter provided, as permitted by applicable Canadian Securities Laws, only upon the terms and conditions set forth in the Time of Sale Prospectus, the Prospectuses this Agreement and in this Agreement; (ii) the Underwriters will use reasonable efforts to sell the Shares at the Purchase Price and if any such Shares remain unsold after such reasonable efforts, the Underwriters may sell such Shares at such price lower than the Purchase Price as is permitted under applicable law; and (iii) the Underwriters will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Shares, and, as soon as reasonably practicable after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Shares distributed in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters they will not, directly or indirectly, solicit offers to purchase offer Notes for sale in any jurisdiction or sell the Shares or deliver in any Prospectuses so as to manner that would require the registration of the Shares or the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the Corporation having any reporting or other obligation in such jurisdiction 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. (b) The Underwriters will obtain from each purchaser of Notes all documentation as may be necessary in connection with the distribution of the Notes on a private placement basis, and make such inquiries, obtain such information and collect and retain such documents as are necessary under Canadian Securities Laws to establish the eligibility of each purchaser of Notes to purchase Notes pursuant to the Offering in compliance with the “accredited investor” exemption from the prospectus requirements of applicable Canadian Securities Laws under NI 45-106 and/or section 73.3 of the Securities Act (Ontario), as applicable. If the Corporation is required by a Canadian Securities Regulator to provide additional information with respect to the Shares verification of the eligibility of one or more purchasers of Notes as an “accredited investor” (as defined under NI 45-106 and section 73.3 of the laws Securities Act (Ontario)), the Underwriters shall, following the request of the Corporation, provide in a timely manner (i) to the Corporation such information as may be required in order to confirm the procedure of the relevant Underwriter or Selling Firm undertaken to verify the eligibility of an investor as an “accredited investor” within the meaning of NI 45-106 and/or section 73.3 of the Securities Act (Ontario), as applicable, and (ii) to the applicable Canadian Securities Regulator such information or documentation as may be required by such Canadian Securities Regulator in order to confirm the eligibility of a purchaser as an “accredited investor” within the meaning of NI 45-106 and/or section 73.3 of the Securities Act (Ontario), as applicable; (c) The Underwriters will obtain and promptly provide to the Corporation with respect to each purchaser of Notes pursuant to the Offering the information required to be set forth in Form 45-106F1 under NI 45-106 to allow such form to be prepared and filed in a timely manner and, where necessary, will provide to purchasers of Notes the notifications, and obtain from purchasers of Notes the approvals for the collection of information contemplated in Form 45-106F1 under NI 45-106; (d) The Underwriters will not make any jurisdictionrepresentations or warranties with respect to the Corporation or the Notes other than as set forth in this Agreement, the Disclosure Materials or otherwise with the written approval of the Corporation, acting reasonably; (e) The Underwriters will use their reasonable best efforts to complete the distribution of the Notes as soon as possible and the Lead Underwriters will promptly notify the Corporation of the completion of the distribution of the Notes; and (f) Notwithstanding anything to the contrary in this Agreement, 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 appointed by any other Underwriter.

Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Corporation not The Underwriters will be permitted to take any action that would result appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Corporation being required to file with the Commission under Rule 433(d) a free writing prospectus (other than the free writing prospectuses, if any, identified in Schedule III hereto, or any free writing prospectus prepared and filed in accordance with the terms of Section 8(o)) prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Corporation thereunder, but for the action of the Underwriter. (b) The Underwriters hereby severally further covenant and agree with the Corporation the following: (i) during the period of distribution of the Shares by or through Offered Securities in the Underwritersprovinces of Canada, other than Quebec (a “Selling Firm”). The Underwriters shall, and shall require any Selling Firm to, comply with Canadian Securities Laws in connection with the Underwriters will distribution of the Offered Securities and offer and sell the Shares to the public Offered Securities for sale only in the Canadian Qualifying Jurisdictions and in the United States provinces of Canada, other than Quebec, directly and through other duly registered investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “appointed Selling Firms”), Firms upon the terms and conditions set forth in the Time Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale and sell the Offered Securities only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of Sale Prospectusthe foregoing, no Offered Securities will be offered for sale or sold in any province of Canada by any Canadian Underwriter (as defined below) or any Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province in a category that permits the trade and no Offered Securities will be offered for sale or sold in Quebec. For the purposes of this Section 9, the Prospectuses Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in each of the provinces of Canada, other than Quebec. For the avoidance of doubt, Canaccord is not acting as underwriter of the Offered Securities in any province of Canada and no action on the part of Canaccord in this Agreement; its capacity as an underwriter of the offering of Offered Securities in the United States will create any impression or support any conclusion that the firm is acting as a Canadian Underwriter of the Offered Securities in any province of Canada. The Underwriters that are designated as “Canadian Underwriters” on Schedule A hereto (iithe “Canadian Underwriters”) the Underwriters will shall use their commercially reasonable efforts to sell the Shares at the Purchase Price complete, and if any such Shares remain unsold after such reasonable effortsto cause each Selling Firm to complete, the Underwriters may sell such Shares at such price lower than distribution of the Purchase Price Offered Securities as is permitted under applicable law; promptly as possible after the Closing Date, and (iii) shall, and shall cause each Selling Firm to, after the Underwriters will notify Closing Date, give prompt written notice to the Corporation Company when, in the opinion of the Canadian Underwriters’ opinion, the Underwriters they have ceased the completed distribution of the SharesOffered Securities in the provinces of Canada, andother than Quebec, as soon as reasonably practicable after completion including notice of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Shares distributed Offered Securities sold in each of the Canadian Qualifying Jurisdictions where that breakdown is required by a Canadian Securities Commission for the purpose such provinces of calculating fees payable to, or making filings with, that Canadian Securities Commission. The Underwriters will (Canada and will cause the Selling Firms to) comply with Canadian Securities Laws and securities laws applicable to the Underwriters in the United States with respect to the offer to sell and the distribution of the Shares. Except in the Canadian Qualifying Jurisdictions and in the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Shares or deliver any Prospectuses so as to require the registration of the Shares or the filing of a prospectus with respect to the Shares under the laws of any other jurisdiction.