Common use of Form, Denomination and Title Clause in Contracts

Form, Denomination and Title. The Covered Bonds are in bearer form or in registered form as specified in the applicable Final Terms Document or Pricing Supplement and may be issued in book-entry form or definitive form. Definitive Covered Bonds are serially numbered and issued in the Specified Currency and the Specified Denomination(s). Unless otherwise specified in the applicable Final Terms Document or Pricing Supplement, Covered Bonds of one Specified Denomination may not be exchanged for Covered Bonds of another Specified Denomination. Bearer Covered Bonds may not be exchanged for Registered Covered Bonds and vice versa. For the purposes of the Bank Act, the main branch of the Bank located at its executive offices in Toronto shall be the branch of account for the deposits evidenced by the Covered Bonds. The Covered Bonds may be denominated in any currency. The Covered Bonds in a Series may be Fixed Rate Covered Bonds, Floating Rate Covered Bonds, Zero Coupon Covered Bonds or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms Document or Pricing Supplement. Prior to issuing a Series of Covered Bonds (if such Covered Bonds are not Fixed Rate Covered Bonds or Floating Rate Covered Bonds), the Issuer has obtained confirmation from each of the Rating Agencies that the ratings of the Covered Bonds of all Series then outstanding will not be downgraded or withdrawn as a result of the issuance of this Series of Covered Bonds. Bearer Definitive Covered Bonds are issued with Coupons attached, unless they are Zero Coupon Covered Bonds, in which case, references to Coupons and Couponholders in these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Covered Bonds and Coupons will pass by delivery and title to the Registered Covered Bonds will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantor, the Paying Agents, and the Bond Trustee will (except as otherwise required by Law) deem and treat the bearer of any Bearer Covered Bond or Coupon and the registered holder of any Registered Covered Bond as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Covered Bond, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Covered Bonds are represented by a Global Covered Bond held on behalf of or, as the case may be, registered in the name of a nominee for the Common Depositary, or Common Safekeeper, as the case may be, for Euroclear, Clearstream, Luxembourg or DTC, each Person (other than Euroclear, Clearstream, Luxembourg or DTC) who is for the time being shown in the records of Euroclear, Clearstream, Luxembourg or DTC as the holder of a particular nominal amount of such Covered Bonds (in which regard any certificate or other document issued by Euroclear, DTC or Clearstream, Luxembourg as to the nominal amount of such Covered Bonds standing to the account of any person will be conclusive and binding for all purposes save in the case of manifest or proven error and any such certificate or other document may comprise any form of statement or print-out of electronic records provided by the relevant clearing system (including, without limitation, Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom system) in accordance with its usual procedures and in which the holder of a particular nominal amount of the Covered Bonds is clearly identified with the amount of such holding) will be treated by the Issuer, the Guarantor, the Paying Agents, and the Bond Trustee as the holder of such nominal amount of such Covered Bonds for all purposes other than with respect to the payment of principal or interest or other amounts on such nominal amount of such Covered Bonds and the expressions “Covered Bondholder” and “holder” and related expressions should be construed accordingly. Covered Bonds which are represented by a Global Covered Bond will be transferable only in accordance with the rules and procedures for the time being of Euroclear, DTC and Clearstream, Luxembourg or any other relevant clearing system, as the case may be. References to Euroclear, DTC and/or Clearstream, Luxembourg will, whenever the context so permits (but not in the case of any NGCB), be deemed to include a reference to any successor operator and/or successor clearing system and/or any additional or alternative clearing system specified in the applicable Final Terms Document or Pricing Supplement or as may otherwise be approved by the Issuer, the Issuing and Paying Agent and the Bond Trustee.

Form, Denomination and Title. The Covered Bonds are in bearer form or and, in registered form as the case of definitive Covered Bonds, serially numbered, in the currency (the Specified Currency) and the denominations (the Specified Denomination(s)) specified in the applicable Final Terms Document or Pricing Supplement and may be issued in book-entry form or definitive formTerms. Definitive Covered Bonds are serially numbered and issued in the Specified Currency and the Specified Denomination(s). Unless otherwise specified in the applicable Final Terms Document or Pricing Supplement, Covered Bonds of one Specified Denomination may not be exchanged for Covered Bonds of another Specified Denomination. Bearer This Covered Bonds may not be exchanged for Registered Covered Bonds and vice versa. For the purposes of the Bank Act, the main branch of the Bank located at its executive offices in Toronto shall be the branch of account for the deposits evidenced by the Covered Bonds. The Covered Bonds Bond may be denominated in any currency. The Covered Bonds in a Series may be Fixed Rate Covered BondsBond, a Floating Rate Covered BondsBond, a Zero Coupon Covered Bonds Bond or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms Document or Pricing SupplementTerms. Prior to issuing a Series of Covered Bonds (if such Covered Bonds are not Fixed Rate Covered Bonds or Floating Rate Covered Bonds), the Issuer has obtained confirmation from each of the Rating Agencies that the ratings of the Covered Bonds of all Series then outstanding will not be downgraded or withdrawn as a result of the issuance of this Series of Covered Bonds. Bearer Definitive Covered Bonds are issued with Coupons attached, unless they are Zero Coupon Covered Bonds, Bonds in which case, case references to Coupons and Couponholders in these Terms and the Conditions are not applicable. Subject as set out below, title to the Bearer Covered Bonds and Coupons will pass by delivery and title to the Registered Covered Bonds will pass upon registration of transfers in accordance with the provisions of the Agency Agreementdelivery. The Issuer, the Guarantor, Issuer and the Paying Agents, and the Bond Trustee Agents will (except as otherwise required by Lawlaw) deem and treat the bearer of any Bearer Covered Bond or Coupon and the registered holder of any Registered Covered Bond as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Covered Bond, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Covered Bonds are represented by a Global Covered Bond held on behalf of or, as the case may be, registered in the name of a nominee for the Common Depositary, or Common Safekeeper, as the case may be, for Euroclear Bank SA/NV (Euroclear, ) and/or Clearstream Banking S.A. (Clearstream, Luxembourg or DTCLuxembourg), each Person person (other than Euroclear, Euroclear or Clearstream, Luxembourg or DTCLuxembourg) who is for the time being shown in the records of Euroclear, Euroclear or of Clearstream, Luxembourg or DTC as the holder of a particular nominal amount of such Covered Bonds (in which regard any certificate or other document issued by Euroclear, DTC Euroclear or Clearstream, Luxembourg as to the nominal amount of such Covered Bonds standing to the account of any person will shall be conclusive and binding for all purposes save in the case of manifest or proven error and any such certificate or other document may comprise any form of statement or print-out of electronic records provided by the relevant clearing system (including, without limitation, Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom systemerror) in accordance with its usual procedures and in which the holder of a particular nominal amount of the Covered Bonds is clearly identified with the amount of such holding) will shall be treated by the Issuer, the Guarantor, Issuer and the Paying Agents, and the Bond Trustee Agents as the holder of such nominal amount of such Covered Bonds for all purposes other than with respect to the payment of principal or interest or other amounts on such nominal amount of such Covered Bonds, for which purpose the bearer of the relevant Global Covered Bond shall be treated by the Issuer and any Paying Agent as the holder of such nominal amount of such Covered Bonds in accordance with and subject to the terms of the relevant Global Covered Bond and the expressions “Covered Bondholder” Bondholder and “holder” holder of Covered Bonds and related expressions should shall be construed accordingly. Covered Bonds which are represented by a Global Covered Bond will be transferable only in accordance with the rules and procedures for the time being of Euroclear, DTC Euroclear and Clearstream, Luxembourg or any other relevant clearing systemLuxembourg, as the case may be. References to Euroclear, DTC Euroclear and/or Clearstream, Luxembourg willshall, whenever the context so permits (but not in the case of any NGCB)permits, be deemed to include a reference to any successor operator and/or successor clearing system and/or any additional or alternative clearing system specified in Part B of the applicable Final Terms Document or Pricing Supplement or as may otherwise be approved by the Issuer, the Issuing and Paying Agent and the Bond TrusteeTerms.

Form, Denomination and Title. The Covered Bonds are in bearer form or in (“Bearer Covered Bonds”), registered form (“Registered Covered Bonds”) or, in the case of VP Systems Covered Bonds, uncertificated book entry form, as specified in the applicable Final Terms Document or Pricing Supplement and may be issued and, in book-entry form or the case of definitive form. Definitive Covered Bonds are Bonds, serially numbered and issued numbered, in the Specified Currency and the Specified Denomination(s). Unless otherwise specified Save as provided in the applicable Final Terms Document or Pricing SupplementCondition 9 (Transfer and Exchange of Registered Covered Bonds), Covered Bonds of one Specified Denomination may not be exchanged for Covered Bonds of another Specified Denomination. Bearer Covered Bonds may not be exchanged for Registered Covered Bonds and vice versa. For the purposes of the Bank Act, the main branch of the Bank located at its executive offices in Toronto shall be the branch of account for the deposits evidenced by the Covered Bonds. The VP Systems Covered Bonds may not be denominated in any currency. The exchanged for Bearer Covered Bonds or Registered Covered Bonds and vice versa. This Covered Bond is a Fixed Rate Covered Bond, a Floating Rate Covered Bond or a Zero Coupon Covered Bond, depending upon the Interest Basis shown in the applicable Final Terms. Where the applicable Final Terms specifies that Statutory Extended Maturity applies to a Series of Covered Bonds, those Covered Bonds may be Fixed Rate Covered Bonds, Bonds or Floating Rate Covered Bonds, Zero Coupon Covered Bonds or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms Document or Pricing Supplement. Prior in respect of the period from the Issue Date to issuing a Series of Covered Bonds (if such Covered Bonds are not and including the Maturity Date, and Fixed Rate Covered Bonds or Floating Rate Covered Bonds), depending upon the Issuer has obtained confirmation from each Interest Basis shown in the applicable Final Terms in respect of the Rating Agencies that period from the ratings of Maturity Date up to and including the Covered Bonds of all Series then outstanding will not be downgraded or withdrawn Statutory Extended Maturity Date, subject as a result of specified in the issuance of this Series of Covered Bondsapplicable Final Terms. Definitive Bearer Definitive Covered Bonds are issued with Coupons attached, unless they are Zero Coupon Covered Bonds and Statutory Extended Maturity is not specified in the applicable Final Terms to the relevant Series of Covered Bonds, in which case, case references to Coupons and Couponholders in these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Covered Bonds and Coupons will pass by delivery delivery, and title to the Registered Covered Bonds will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The IssuerIssuer and the Replacement Agent (as defined in the Agency Agreement), the GuarantorRegistrar, the any Transfer Agent and any Paying Agents, and the Bond Trustee Agent will (except as otherwise required by Lawlaw) deem and treat the bearer of any Bearer Covered Bond or Coupon and the registered holder of any Registered Covered Bond as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Covered Bond, without prejudice to the provisions set out in the next succeeding paragraph, and the expressions “Covered Bondholder” and “holder of Covered Bonds” and related expressions shall be construed accordingly. The holder of a VP Systems Covered Bonds will be the person evidenced as such by a book entry in the records of VPS, VP or VPC (as the case may be). Title to the VP Systems Covered Bonds will pass by registration in the registers between the direct or indirect accountholders at VPS, VP or VPC (as the case may be) in accordance with the rules and procedures of VPS, VP or VPC (as the case may be). Where a nominee is so evidenced, it shall be treated by the Issuer as the holder of the relevant VP Systems Covered Bonds. For so long as any of the Covered Bonds are is represented by a Global bearer global Covered Bond held on behalf of orEuroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg”) and/or SIX SIS AG or for so long as any of the case may be, Covered Bonds is represented by a registered in the name of global Covered Bond deposited with a nominee common depositary or common safekeeper for the Common Depositary, or Common Safekeeper, as the case may be, for Euroclear, Euroclear and Clearstream, Luxembourg or DTCits nominee is the registered holder of a Registered Global Covered Bond or so long as the Covered Bond is a VP Systems Covered Bond, each Person person (other than Euroclear, Euroclear or Clearstream, Luxembourg or DTCLuxembourg) who is for the time being shown in the records of Euroclear, Euroclear or Clearstream, Luxembourg Luxembourg, SIX SIS AG, VPS, VP or DTC VPC, as the case may be, as the holder of a particular nominal amount of such Covered Bonds (in which regard any certificate or other document issued by Euroclear, DTC or Clearstream, Luxembourg such clearing system as to the nominal amount of such Covered Bonds standing to the account of any person will shall, save in the case of manifest error, be conclusive and binding for all purposes save in the case of manifest or proven error and any such certificate or other document may comprise purposes, including any form of statement or print-print out of electronic records provided by the relevant clearing system (including, without limitation, Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom system) in accordance with its usual procedures and in which the holder of a particular nominal amount of the such Covered Bonds is clearly identified together with the amount of such holding) will shall be treated by the Issuer, the GuarantorFiscal Agent, the Replacement Agent and any other Paying Agents, and the Bond Trustee Agent as the holder of such nominal amount of such Covered Bonds for all purposes other than (in the case only of Covered Bonds not being VP Systems Covered Bonds) with respect to the payment of principal or interest on the Covered Bonds, for which purpose, (i) in the case of Covered Bonds represented by a bearer global Covered Bond, the bearer of the relevant bearer global Covered Bond or, (ii) in the case of Covered Bonds represented by a registered global Covered Bond, deposited with a common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg, such common depositary or common safekeeper, shall be treated by the Issuer, the Fiscal Agent and any other amounts on such nominal amount Paying Agent as the holder of such Covered Bonds in accordance with and subject to the terms of the relevant global Covered Bond and the expressions “Covered Bondholder” and “holderholder of Covered Bonds” and related expressions should shall be construed accordingly. Swiss Domestic Covered Bonds will be represented upon issue by a Swiss Global Covered Bond which will be deposited with the Intermediary until final redemption or the printing of definitive Covered Bonds. Once the Swiss Global Covered Bond is deposited with the Intermediary and entered into the accounts of one or more participants of the Intermediary, the Swiss Domestic Covered Bond will constitute intermediated securities (Bucheffekten) (“Intermediated Securities”) in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz). Each holder (as such term shall be construed in accordance with the following paragraph) of Swiss Domestic Covered Bonds shall have a quotal co-ownership interest (Miteigentumsanteil) in the Swiss Global Covered Bond to the extent of their claim against the Issuer, provided that for so long as the Swiss Global Covered Bond remains deposited with the Intermediary the co-ownership interest shall be suspended and the Swiss Domestic Covered Bonds may only be transferred or otherwise disposed of in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz), i.e., by the entry of the transferred Swiss Domestic Covered Bonds in a securities account of the transferee. The records of the Intermediary will determine the number of Swiss Domestic Covered Bonds held through each participant in that Intermediary. In respect of the Swiss Domestic Covered Bonds held in the form of Intermediated Securities, the holders of the Swiss Domestic Covered Bonds will be the persons holding the Swiss Domestic Covered Bonds in a securities account. The term “holders” as used herein shall, in relation to any such Swiss Domestic Covered Bonds held in the form of Intermediated Securities, be construed accordingly. Holders of Swiss Domestic Covered Bonds do not have the right to request the printing and delivery of definitive Covered Bonds. Interests in the Swiss Global Covered Bonds will be exchangeable, in whole but not in part, for definitive Covered Bonds if the Principal Swiss Paying Agent (i) determines that the presentation of definitive Covered Bonds is required by Swiss or other applicable laws and regulations in connection with the enforcement of rights or (ii) deems the printing and delivery of definitive Covered Bonds to be useful or desirable for any other reason. Should the Principal Swiss Paying Agent so determine, it shall provide for the printing of definitive Covered Bonds without cost to the holders. Upon delivery of the definitive Covered Bonds, the Swiss Global Covered bond will be cancelled and the definitive Covered Bonds shall be delivered to the holders against cancellation of the Swiss Domestic Covered Bonds in the holders' securities accounts. Covered Bonds which are represented by a Global global Covered Bond and VP Systems Covered Bonds will be transferable only in accordance with the rules and procedures for the time being of Euroclear, DTC and Clearstream, Luxembourg or any other relevant clearing systemLuxembourg, SIX SIS AG, VPS, VP and/or VPC, as the case may be. References to Euroclear, DTC and/or Clearstream, Luxembourg willLuxembourg, SIX SIS AG, VPS, VP and/or VPC shall, whenever the context so permits (but not in the case of any NGCB)permits, be deemed to include a reference to any successor operator and/or successor clearing system and/or any additional or alternative clearing system approved by the Issuer and the Fiscal Agent. If specified in the applicable Final Terms Document Terms, a Temporary Bearer Covered Bond or Pricing Supplement a Permanent Bearer Covered Bond may be issued in new global Covered Bond form (a “New Global Covered Bond” or as may otherwise be approved by the Issuer, the Issuing and Paying Agent and the Bond Trusteea “NGCB”).

Form, Denomination and Title. The Covered Bonds are in bearer form or in registered form as specified in the applicable Final Terms Document or Pricing Supplement and may be issued and, in book-entry form or definitive form. the case of Definitive Covered Bonds are (being Bearer Definitive Covered Bond(s) and/or, as the context may require, Registered Definitive Covered Bond(s)), serially numbered and issued numbered, in the Specified Currency and the Specified Denomination(s). Unless otherwise specified in the applicable Final Terms Document or Pricing Supplement, Covered Bonds of one Specified Denomination may not be exchanged for Covered Bonds of another Specified Denomination. Denomination and Bearer Covered Bonds may not be exchanged for Registered Covered Bonds and vice versa. For the purposes of the Bank Act, the main branch of the Bank located at its executive offices in Toronto shall be the branch of account for the deposits evidenced by the This Covered Bonds. The Covered Bonds Bond may be denominated in any currency. The Covered Bonds in a Series may be Fixed Rate Covered BondsBond, a Floating Rate Covered BondsBond, a Zero Coupon Covered Bonds Bond or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms Document or Pricing Supplement. Prior Terms, and subject, in each case, to issuing a Series of Covered Bonds (if such Covered Bonds are not Fixed Rate Covered Bonds or Floating Rate Covered Bonds), the Issuer has obtained confirmation from each of the Rating Agencies that the then current ratings of the any outstanding Series of Covered Bonds of all Series then outstanding will not be downgraded or withdrawn as a result of adversely affected by the issuance of this Series of Covered BondsBond. Bearer Definitive Covered Bonds are issued with Coupons attached, unless they are Zero Coupon Covered Bonds, Bonds in which case, case references to Coupons and Couponholders in these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Covered Bonds and Coupons will pass by delivery and title to the Registered Covered Bonds will pass upon registration of transfers in accordance with the provisions of the relevant Agency Agreement. The IssuerIssuers, the Guarantor, the Covered Bond Guarantor, the Paying Agents, the Security Trustee and the Bond Trustee will (except as otherwise required by Lawlaw) deem and treat the bearer of any Bearer Covered Bond or Coupon and the registered holder of any Registered Covered Bond as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Covered Bond, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Covered Bonds are is represented by a Global Covered Bond held on behalf of of, or, as the case may be, registered in the name of a nominee for the Common Depositary, or Common Safekeeper, as common depositary (in the case may beof a CGCB) or common safekeeper (in the case of a NGCB) for Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, for Euroclearsociété anonyme (Clearstream, Luxembourg) or The Depository Trust Company (DTC) or registered in the name of New Zealand Central Securities Depository Limited (NZCSD) as depository of the NZClear System maintained by the Reserve Bank of New Zealand in accordance with the NZClear Regulations (NZClear) (in the case of NZ Registered Covered Bonds) each person (other than Euroclear or Clearstream, Luxembourg DTC or DTC, each Person (other than Euroclear, Clearstream, Luxembourg or DTCNZClear) who is for the time being shown in the records of Euroclear, Clearstream, Luxembourg Luxembourg, DTC or DTC NZClear as the holder of a particular nominal amount of such Covered Bonds (in which regard any certificate or other document issued by EuroclearEuroclear or Clearstream, Luxembourg, DTC or Clearstream, Luxembourg NZClear as to the nominal amount of such Covered Bonds standing to the account of any person will shall be conclusive and binding for all purposes save in the case of manifest or proven error and any such certificate or other document may comprise any form of statement or print-print out of electronic records provided by the relevant clearing system (including, without limitation, Euroclear’s 's EUCLID or Clearstream, Luxembourg’s 's Cedcom system) in accordance with its usual procedures and in which the holder of a particular nominal amount of the Covered Bonds is clearly identified with the amount of such holding) will shall be treated by the Issuer, the Guarantor (in the case of Covered Bonds issued by BNZ-IF), the Covered Bond Guarantor, the Paying Agents, the Security Trustee and the Bond Trustee as the holder of such nominal amount of such Covered Bonds for all purposes other than with respect to the payment of principal or interest or other amounts on such nominal amount of such Covered Bonds, and, in the case of DTC or its nominee, voting, giving consents and making requests, for which purpose the bearer of the relevant Global Covered Bond or the registered holder of the relevant Registered Global Covered Bond shall be treated by the Issuer, the Guarantor (in the case of Covered Bonds issued by BNZ-IF), the Covered Bond Guarantor, any Paying Agent, the Security Trustee and the expressions “Bond Trustee as the holder of such nominal amount of such Covered Bondholder” Bonds in accordance with and “holder” subject to the terms of the relevant Global Covered Bond and the expression Covered Bondholder and related expressions should shall be construed accordingly. Covered Bonds which are represented by a Global Covered Bond will be transferable only in accordance with the rules and procedures for the time being of EuroclearDTC, DTC Euroclear and Clearstream, Luxembourg Luxembourg, or any other relevant clearing system, NZClear as the case may be. References to EuroclearDTC, DTC NZClear, Euroclear and/or Clearstream, Luxembourg willshall, whenever the context so permits (but not in the case of any NGCB), be deemed to include a reference to any successor operator and/or successor clearing system and/or any additional or alternative clearing system specified in the applicable Final Terms Document or Pricing Supplement or as may otherwise be approved by the Issuer, the Issuing and Paying Agent and the Bond TrusteeTerms.

Form, Denomination and Title. The Covered Bonds are in bearer form or in registered form as specified and, in the applicable Final Terms Document or Pricing Supplement and may be issued in book-entry form or definitive form. case of Definitive Covered Bonds are Bonds, serially numbered and issued numbered, in the Specified Currency and the Specified Denomination(s). Unless otherwise specified in the applicable Final Terms Document or Pricing Supplement, Covered Bonds of one Specified Denomination may not be exchanged for Covered Bonds of another Specified Denomination. Bearer This Covered Bonds may not be exchanged for Registered Covered Bonds and vice versa. For the purposes of the Bank Act, the main branch of the Bank located at its executive offices in Toronto shall be the branch of account for the deposits evidenced by the Covered Bonds. The Covered Bonds Bond may be denominated in any currency. The an Inflation Linked Annuity Covered Bonds in Bond, a Series may be Fixed Rate Covered BondsBond, a Floating Rate Covered BondsBond, a Zero Coupon Covered Bonds Bond, an Index Linked Interest Covered Bond, a Credit Linked Interest Covered Bond, an Equity Linked Interest Covered Bond, a Dual Currency Interest Covered Bond or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms Document Terms. This Covered Bond may be an Inflation Linked Annuity Covered Bond, an Instalment Covered Bond, a Partly Paid Covered Bond or Pricing Supplement. Prior to issuing a Series combination of Covered Bonds (if such Covered Bonds are not Fixed Rate Covered Bonds or Floating Rate Covered Bonds), the Issuer has obtained confirmation from each any of the Rating Agencies that foregoing, depending upon the ratings of Redemption/Payment Basis shown in the Covered Bonds of all Series then outstanding will not be downgraded or withdrawn as a result of the issuance of this Series of Covered Bondsapplicable Final Terms. Bearer Definitive Covered Bonds are issued with Coupons attached, unless they are Zero Coupon Covered Bonds, Bonds in which case, case references to Coupons and Couponholders in these Terms and Conditions are not applicable. Definitive Covered Bonds are issued with Receipts, unless they are not Inflation Linked Annuity Covered Bonds or Instalment Covered Bonds in which case references to Receipts and Receiptholders in these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Covered Bonds Bonds, Receipts and Coupons will pass by delivery and title to the Registered Covered Bonds will pass upon registration of transfers in accordance with the provisions of the Agency Agreementdelivery. The Issuer, the GuarantorFund, the Paying Agents, Agents and the Bond Trustee Representative will (except as otherwise required by Lawlaw) deem and treat the bearer of any Bearer Covered Bond Bond, Receipt or Coupon and the registered holder of any Registered Covered Bond as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Covered Bond, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Covered Bonds are is represented by a Global Covered Bond held on behalf of or, as the case may be, registered in the name of a nominee for the Common Depositarycommon depositary for, or Common SafekeeperEuroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, as the case may be, for Euroclear, société anonyme (Clearstream, Luxembourg or DTCLuxembourg), each Person person (other than Euroclear, Euroclear or Clearstream, Luxembourg or DTCLuxembourg) who is for the time being shown in the records of Euroclear, Euroclear or Clearstream, Luxembourg or DTC as the holder of a particular nominal amount of such Covered Bonds (in which regard any certificate or other document issued by Euroclear, DTC Euroclear or Clearstream, Luxembourg as to the nominal amount of such Covered Bonds standing to the account of any person will shall be conclusive and binding for all purposes save in the case of manifest error or proven error and any such certificate or other document may comprise any form of statement or print-out of electronic records provided by the relevant clearing system (including, without limitation, Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom systemerror) in accordance with its usual procedures and in which the holder of a particular nominal amount of the Covered Bonds is clearly identified with the amount of such holding) will shall be treated by the Issuer, the GuarantorFund, the Paying Agents, Agents and the Bond Trustee Representative as the holder of such nominal amount of such Covered Bonds for all purposes other than in accordance with respect and subject to the payment terms of principal or interest or other amounts on such the relevant Global Covered Bond and the expressions Covered Bondholder and holder of Covered Bonds and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of such Covered Bonds as aforesaid, the Representative may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error or proven error, be conclusive and the expressions “Covered Bondholder” and “holder” and related expressions should be construed accordinglybinding on all concerned. Covered Bonds which are represented by a Global Covered Bond will be transferable only in accordance with the rules and procedures for the time being of Euroclear, DTC Euroclear and Clearstream, Luxembourg or any other relevant clearing systemLuxembourg, as the case may be. References to Euroclear, DTC Euroclear and/or Clearstream, Luxembourg willshall, whenever the context so permits (but not permits, except in the case of any NGCB)relation to Covered Bonds in NGN form, be deemed to include a reference to any successor operator and/or successor clearing system and/or any additional or alternative clearing system specified in the applicable Final Terms Document or Pricing Supplement or as may otherwise be approved by the Issuer, the Issuing and Fund, the Principal Paying Agent and the Bond TrusteeRepresentative.

Form, Denomination and Title. The Covered Bonds are in bearer form or in (“Bearer Covered Bonds”), registered form (“Registered Covered Bonds”) or, in the case of VP Systems Covered Bonds, uncertificated book entry form, as specified in the applicable Final Terms Document or Pricing Supplement and may be issued and, in book-entry form or the case of definitive form. Definitive Covered Bonds are Bonds, serially numbered and issued numbered, in the Specified Currency and the Specified Denomination(s). Unless otherwise specified Save as provided in the applicable Final Terms Document or Pricing SupplementCondition 9 (Transfer and Exchange of Registered Covered Bonds), Covered Bonds of one Specified Denomination may not be exchanged for Covered Bonds of another Specified Denomination. Bearer Covered Bonds may not be exchanged for Registered Covered Bonds and vice versa. For the purposes of the Bank Act, the main branch of the Bank located at its executive offices in Toronto shall be the branch of account for the deposits evidenced by the Covered Bonds. The VP Systems Covered Bonds may not be denominated in any currency. The exchanged for Bearer Covered Bonds or Registered Covered Bonds and vice versa. This Covered Bond is a Fixed Rate Covered Bond, a Floating Rate Covered Bond or a Zero Coupon Covered Bond, depending upon the Interest Basis shown in the applicable Final Terms. Where the applicable Final Terms specifies that an Extended Maturity Date applies to a Series of Covered Bonds, those Covered Bonds may be Fixed Rate Covered Bonds, Bonds or Floating Rate Covered Bonds, Zero Coupon Covered Bonds or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms Document or Pricing Supplement. Prior in respect of the period from the Issue Date to issuing a Series of Covered Bonds (if such Covered Bonds are not and including the Maturity Date, and Fixed Rate Covered Bonds or Floating Rate Covered Bonds), depending upon the Issuer has obtained confirmation from each Interest Basis shown in the applicable Final Terms in respect of the Rating Agencies that period from the ratings of Maturity Date up to and including the Covered Bonds of all Series then outstanding will not be downgraded or withdrawn Extended Maturity Date, subject as a result of specified in the issuance of this Series of Covered Bondsapplicable Final Terms. Definitive Bearer Definitive Covered Bonds are issued with Coupons attached, unless they are Zero Coupon Covered Bonds and an Extended Maturity Date is not specified in the applicable Final Terms to the relevant Series of Covered Bonds, in which case, case references to Coupons and Couponholders in these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Covered Bonds and Coupons will pass by delivery delivery, and title to the Registered Covered Bonds will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The IssuerIssuer and the Replacement Agent (as defined in the Agency Agreement), the GuarantorRegistrar, the any Transfer Agent and any Paying Agents, and the Bond Trustee Agent will (except as otherwise required by Lawlaw) deem and treat the bearer of any Bearer Covered Bond or Coupon and the registered holder of any Registered Covered Bond as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Covered Bond, without prejudice to the provisions set out in the next succeeding paragraph, and the expressions “Covered Bondholder” and “holder of Covered Bonds” and related expressions shall be construed accordingly. The holder of a VP Systems Covered Bonds will be the person evidenced as such by a book entry in the records of VPS, VP or VPC (as the case may be). Title to the VP Systems Covered Bonds will pass by registration in the registers between the direct or indirect accountholders at VPS, VP or VPC (as the case may be) in accordance with the rules and procedures of VPS, VP or VPC (as the case may be). Where a nominee is so evidenced, it shall be treated by the Issuer as the holder of the relevant VP Systems Covered Bonds. For so long as any of the Covered Bonds are is represented by a Global bearer global Covered Bond held on behalf of orEuroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg”) and/or SIX SIS AG or for so long as any of the case may be, Covered Bonds is represented by a registered in the name of global Covered Bond deposited with a nominee common depositary or common safekeeper for the Common Depositary, or Common Safekeeper, as the case may be, for Euroclear, Euroclear and Clearstream, Luxembourg or DTCits nominee is the registered holder of a Registered Global Covered Bond or so long as the Covered Bond is a VP Systems Covered Bond, each Person person (other than Euroclear, Euroclear or Clearstream, Luxembourg or DTCLuxembourg) who is for the time being shown in the records of Euroclear, Euroclear or Clearstream, Luxembourg Luxembourg, SIX SIS AG, VPS, VP or DTC VPC, as the case may be, as the holder of a particular nominal amount of such Covered Bonds (in which regard any certificate or other document issued by Euroclear, DTC or Clearstream, Luxembourg such clearing system as to the nominal amount of such Covered Bonds standing to the account of any person will shall, save in the case of manifest error, be conclusive and binding for all purposes save in the case of manifest or proven error and any such certificate or other document may comprise purposes, including any form of statement or print-print out of electronic records provided by the relevant clearing system (including, without limitation, Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom system) in accordance with its usual procedures and in which the holder of a particular nominal amount of the such Covered Bonds is clearly identified together with the amount of such holding) will shall be treated by the Issuer, the GuarantorFiscal Agent, the Replacement Agent and any other Paying Agents, and the Bond Trustee Agent as the holder of such nominal amount of such Covered Bonds for all purposes other than (in the case only of Covered Bonds not being VP Systems Covered Bonds) with respect to the payment of principal or interest on the Covered Bonds, for which purpose, (i) in the case of Covered Bonds represented by a bearer global Covered Bond, the bearer of the relevant bearer global Covered Bond or, (ii) in the case of Covered Bonds represented by a registered global Covered Bond, deposited with a common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg, such common depositary or common safekeeper, shall be treated by the Issuer, the Fiscal Agent and any other amounts on such nominal amount Paying Agent as the holder of such Covered Bonds in accordance with and subject to the terms of the relevant global Covered Bond and the expressions “Covered Bondholder” and “holderholder of Covered Bonds” and related expressions should shall be construed accordingly. Swiss Domestic Covered Bonds will be represented upon issue by a Swiss Global Covered Bond which will be deposited with the Intermediary until final redemption or the printing of definitive Covered Bonds. Once the Swiss Global Covered Bond is deposited with the Intermediary and entered into the accounts of one or more participants of the Intermediary, the Swiss Domestic Covered Bond will constitute intermediated securities (Bucheffekten) ("Intermediated Securities") in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz). Each holder (as such term shall be construed in accordance with the following paragraph) of Swiss Domestic Covered Bonds shall have a quotal co-ownership interest (Miteigentumsanteil) in the Swiss Global Covered Bond to the extent of his claim against the Issuer, provided that for so long as the Swiss Global Covered Bond remains deposited with the Intermediary the co-ownership interest shall be suspended and the Swiss Domestic Covered Bonds may only be transferred or otherwise disposed of in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz), i.e., by the entry of the transferred Swiss Domestic Covered Bonds in a securities account of the transferee. The records of the Intermediary will determine the number of Swiss Domestic Covered Bonds held through each participant in that Intermediary. In respect of the Swiss Domestic Covered Bonds held in the form of Intermediated Securities, the holders of the Swiss Domestic Covered Bonds will be the persons holding the Swiss Domestic Covered Bonds in a securities account. The term "holders" as used herein shall, in relation to any such Swiss Domestic Covered Bonds held in the form of Intermediated Securities, be construed accordingly. Holders of Swiss Domestic Covered Bonds do not have the right to request the printing and delivery of definitive Covered Bonds. Interests in the Swiss Global Covered Bonds will be exchangeable, in whole but not in part, for definitive Covered Bonds if the Principal Swiss Paying Agent (i) determines that the presentation of definitive Covered Bonds is required by Swiss or other applicable laws and regulations in connection with the enforcement of rights or (ii) deems the printing and delivery of definitive Covered Bonds to be useful or desirable for any other reason. Should the Principal Swiss Paying Agent so determine, it shall provide for the printing of definitive Covered Bonds without cost to the holders. Upon delivery of the definitive Covered Bonds, the Swiss Global Covered bond will be cancelled and the definitive Covered Bonds shall be delivered to the holders against cancellation of the Swiss Domestic Covered Bonds in the holders' securities accounts. Covered Bonds which are represented by a Global global Covered Bond and VP Systems Covered Bonds will be transferable only in accordance with the rules and procedures for the time being of Euroclear, DTC and Clearstream, Luxembourg or any other relevant clearing systemLuxembourg, SIX SIS AG, VPS, VP and/or VPC, as the case may be. References to Euroclear, DTC and/or Clearstream, Luxembourg willLuxembourg, SIX SIS AG, VPS, VP and/or VPC shall, whenever the context so permits (but not in the case of any NGCB)permits, be deemed to include a reference to any successor operator and/or successor clearing system and/or any additional or alternative clearing system approved by the Issuer and the Fiscal Agent. If specified in the applicable Final Terms Document Terms, a Temporary Bearer Covered Bond or Pricing Supplement a Permanent Bearer Covered Bond may be issued in new global Covered Bond form (a "New Global Covered Bond" or as may otherwise be approved by the Issuer, the Issuing and Paying Agent and the Bond Trusteea "NGCB").

Form, Denomination and Title. The Australian Covered Bonds are in bearer form or issued in registered form as and will not be serially numbered, unless otherwise agreed between the Issuer and the Australian Agent. No certificate or other evidence of title will be issued by or on behalf of the Issuer to evidence title to an Australian Covered Bond unless the Issuer determines that certificates should be made available or it is required to do so pursuant to any applicable Law or regulation. Each entry in the Australian Register constitutes a separate and individual acknowledgement to the Bond Trustee on behalf of, and to, the relevant Holder of the indebtedness of the Issuer to the relevant Holder. The obligations of the Issuer in respect of each Australian Covered Bond constitute separate and independent obligations which the Holder to whom those obligations are owed and the Bond Trustee are entitled to enforce in accordance with (and subject to) these Conditions, the Trust Deed and the Australian Deed Poll without having to join any other Holder or any predecessor in title of a Holder. The Australian Covered Bond is a Fixed Rate Australian Covered Bond or a Floating Rate Australian Covered Bond, depending on the Interest Basis specified in the applicable Final Terms Document or Pricing Supplement and may be issued in book-entry form or definitive formSupplement. Definitive Australian Covered Bonds are serially numbered and issued in the Specified Currency and the Specified Denomination(s). Unless otherwise Denominations specified in the applicable Final Terms Document or Pricing Supplement. The Australian Covered Bonds are denominated in Australian dollars. Title to Australian Covered Bonds passes upon entry of the transfer in the Australian Register. The Issuer shall procure that the Australian Agent keep a register or registers in which shall be entered the names and addresses of the Holders of Australian Covered Bonds and particulars of the Australian Covered Bonds held by them, together with such other details as are required to be shown on the Australian Register by, or for the effective operation of, these Terms and Conditions, by the Agency Agreement, by Law or which the Issuer and Australian Agent determine should be shown in the Australian Register. The Australian Covered Bonds are debt obligations of the Issuer owing under the Australian Deed Poll and take the form of entries in the Australian Register. The Holders of Australian Covered Bonds also have the benefit of, and are subject to, certain provisions set forth in the Trust Deed. Each entry in the Australian Register constitutes a separate and individual acknowledgment to the Bond Trustee on behalf of, and to, the relevant Holder of Australian Covered Bonds of one Specified Denomination may not be exchanged for Covered Bonds of another Specified Denomination. Bearer Covered Bonds may not be exchanged for Registered Covered Bonds and vice versa. For the purposes indebtedness of the Bank Act, Issuer to the main branch relevant Holder of the Bank located at its executive offices in Toronto shall be the branch of account for the deposits evidenced by the Australian Covered Bonds. The obligations of the Issuer to the Bond Trustee and each Holder of Australian Covered Bonds may be denominated in any currency. The constitute separate and independent obligations which the Bond Trustee (or a Holder of Australian Covered Bonds in a Series may be Fixed Rate Covered Bonds, Floating Rate Covered Bonds, Zero Coupon Covered Bonds or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms Document or Pricing Supplement. Prior to issuing a Series of Covered Bonds (if such Covered Bonds are not Fixed Rate Covered Bonds or Floating Rate Covered Bonds), the Issuer has obtained confirmation from each of the Rating Agencies that the ratings of the Covered Bonds of all Series then outstanding will not be downgraded or withdrawn as a result of the issuance of this Series of Covered Bonds. Bearer Definitive Covered Bonds are issued with Coupons attached, unless they are Zero Coupon Covered Bonds, in which case, references to Coupons and Couponholders in these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Covered Bonds and Coupons will pass by delivery and title to the Registered Covered Bonds will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantor, the Paying Agents, and the Bond Trustee will (except as otherwise required by Law) deem and treat the bearer of any Bearer Covered Bond or Coupon and the registered holder of any Registered Covered Bond as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Covered Bond, without prejudice to the provisions certain circumstances set out in the next succeeding paragraphTrust Deed), is entitled to enforce in accordance with (and subject to) these Terms and Conditions, the Trust Deed and the Australian Deed Poll, without having to join any other Holder or any predecessor to title of a Holder. For Entries in the Australian Register in relation to an Australian Covered Bond constitute conclusive evidence that the person so long as any entered is the registered owner of the Covered Bonds are represented by a Global Australian Covered Bond held on behalf of or, as the case may be, subject to rectification for fraud and error. No Australian Covered Bond will be registered in the name of a nominee for the Common Depositary, more than four persons or Common Safekeeper, as the case may be, for Euroclear, Clearstream, Luxembourg or DTC, each Person (other than Euroclear, Clearstream, Luxembourg or DTC) who is for the time being shown in the records name of Euroclear, Clearstream, Luxembourg or DTC as the holder of a particular nominal amount of such an unincorporated association. Australian Covered Bonds (registered in which regard any certificate or other document issued the name of more than one person are held by Euroclear, DTC or Clearstream, Luxembourg those persons as to the nominal amount of such joint tenants. Australian Covered Bonds standing to the account of any person will be conclusive and binding for all purposes save registered by name only without reference to any trusteeship. The person registered in the case Australian Register as a Holder of manifest or proven error and any such certificate or other document may comprise any form of statement or print-out of electronic records provided by the relevant clearing system (including, without limitation, Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom system) in accordance with its usual procedures and in which the holder of a particular nominal amount of the an Australian Covered Bonds is clearly identified with the amount of such holding) Bond will be treated by the Issuer, the GuarantorBond Trustee and the Australian Agent as the absolute owner of that Australian Covered Bond and none of the Issuer, the Paying Agents, and the Bond Trustee or the Australian Agent will, except as ordered by a court of competent jurisdiction or as required by Law, be obliged to take notice of any other claim to an Australian Covered Bond. Upon a person acquiring title to any Australian Covered Bond by virtue of becoming registered as the holder Holder of such nominal amount that Australian Covered Bond, all rights and entitlements arising by virtue of such Covered Bonds for all purposes the Australian Deed Poll, the Trust Deed, the Security Agreement, the Agency Agreement and each of the other than with Transaction Documents (except as otherwise required by applicable Law or regulatory requirement) in respect to the payment of principal or interest or other amounts on such nominal amount of such Covered Bonds and the expressions “Covered Bondholder” and “holder” and related expressions should be construed accordingly. Covered Bonds which are represented by a Global that Australian Covered Bond will be transferable only vest absolutely in accordance with the rules and procedures registered owner of the Australian Covered Bond, such that no person who has previously been registered as the owner of the Australian Covered Bond has or is entitled to assert against the Issuer, the Bond Trustee or the Australian Agent or the registered Holder of the Australian Covered Bond for the time being and from time to time any rights, benefits or entitlements in respect of Euroclear, DTC and Clearstream, Luxembourg or any other relevant clearing system, as the case may be. References to Euroclear, DTC and/or Clearstream, Luxembourg will, whenever the context so permits (but not in the case of any NGCB), be deemed to include a reference to any successor operator and/or successor clearing system and/or any additional or alternative clearing system specified in the applicable Final Terms Document or Pricing Supplement or as may otherwise be approved by the Issuer, the Issuing and Paying Agent and the Bond TrusteeAustralian Covered Bond.

Form, Denomination and Title. The Covered Bonds Notes are in bearer form (Bearer Notes, which expression includes Notes that are specified to be Exchangeable Bearer Notes) or in registered form (Registered Notes) as specified in the applicable Final Terms Document or Pricing Supplement and may be issued in book-entry form or definitive form. Definitive Covered Bonds are serially numbered and issued numbered, in the currency (the Specified Currency Currency) and the denominations (the Specified Denomination(s). Unless otherwise ) specified in the applicable Final Terms Document Terms, provided that the minimum denomination shall be €100,000 (or Pricing Supplement, Covered Bonds its equivalent in any other currency as at the date of issue of the Notes). Notes of one Specified Denomination may not be exchanged for Covered Bonds Notes of another Specified Denomination. Bearer Covered Bonds may not be exchanged Notes are represented either by a note in global form (Global Note) or by definitive Notes in bearer form (definitive Bearer Notes). All Registered Notes shall have the same Specified Denomination. Where Exchangeable Bearer Notes are issued, the Registered Notes for Registered Covered Bonds and vice versa. For which they are exchangeable shall have the purposes same Specified Denomination as the lowest Specified Denomination of the Bank ActExchangeable Bearer Notes. The Registered Notes may be in uncertificated form (uncertificated Registered Notes), the main branch of the Bank located at its executive offices in Toronto shall be the branch of account comprising Registered Notes which are for the deposits evidenced time being uncertificated units of a security in accordance with the Uncertificated Securities Regulations 2001 (as amended from time to time) (the Uncertificated Securities Regulations) or in certificated form (certificated Registered Notes). Certificated Registered Notes are represented by registered certificates (Certificates) and each Certificate shall represent the entire holding of certificated Registered Notes of each Series by the Covered Bondssame holder. The Covered Bonds This Note may be denominated in any currency. The Covered Bonds in a Series may be Fixed Rate Covered BondsNote, a Floating Rate Covered BondsNote, a Zero Coupon Covered Bonds Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms Document or Pricing SupplementTerms. Prior to issuing a Series of Covered Bonds (if such Covered Bonds are not Fixed Rate Covered Bonds or Floating Rate Covered Bonds), the Issuer has obtained confirmation from each of the Rating Agencies that the ratings of the Covered Bonds of all Series then outstanding will not be downgraded or withdrawn as a result of the issuance of this Series of Covered Bonds. Definitive Bearer Definitive Covered Bonds Notes are issued with Coupons attached, unless they are Zero Coupon Covered BondsNotes, in which case, case references to Coupons and Couponholders in these Terms and Conditions are not applicable. Subject as set out below, title to the Bearer Covered Bonds Notes and Coupons will pass by delivery and title delivery. Title to the Registered Covered Bonds Notes will pass upon registration of transfers in the register (the Register) which the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency AgreementAgreement (unless applicable law provides otherwise or provides for additional formalities for transfer of title) and on which shall be entered the names and addresses of the holders of Registered Notes and the particulars of the Registered Notes held by them and of all transfers of Registered Notes, distinguishing between certificated and uncertificated Registered Notes in accordance with the Uncertificated Securities Regulations. The Issuer, the Guarantor, the Paying Agents, Trustee and the Bond Trustee any Agent will (except as otherwise required by Lawlaw) deem and treat the bearer of any Bearer Covered Bond Note or Coupon and the registered holder of any Registered Covered Bond Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon (or on the Certificate representing it) or notice of any previous loss or theft thereofthereof (or of the related Certificate)) for all purposes but, in the case of any Global Covered BondNote, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Covered Bonds are Bearer Notes is represented by a Global Covered Bond Note held on behalf of or, as the case may be, registered in the name of a nominee for the Common Depositary, or Common Safekeeper, as the case may be, for Euroclear Bank SA/NV (Euroclear, ) and/or Clearstream Banking S.A. (Clearstream, Luxembourg or DTCLuxembourg), each Person person (other than Euroclear, Euroclear or Clearstream, Luxembourg or DTCLuxembourg) who is for the time being shown in the records of Euroclear, Euroclear or of Clearstream, Luxembourg or DTC as the holder of a particular nominal amount of such Covered Bonds Bearer Notes (in which regard any certificate or other document issued by Euroclear, DTC Euroclear or Clearstream, Luxembourg as to the nominal amount of such Covered Bonds Bearer Notes standing to the account of any person will shall be conclusive and binding for all purposes save in the case of manifest or proven error and any such certificate or other document may comprise any form of statement or print-out of electronic records provided by the relevant clearing system (including, without limitation, Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom systemerror) in accordance with its usual procedures and in which the holder of a particular nominal amount of the Covered Bonds is clearly identified with the amount of such holding) will shall be treated by the Issuer, the Guarantor, the Paying Agents, Trustee and the Bond Trustee Agents as the holder of such nominal amount of such Covered Bonds Bearer Notes for all purposes other than with respect to the payment of principal or interest or other amounts on such nominal amount of such Covered Bonds Bearer Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Trustee and any Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions “Covered Bondholder” Noteholder and “holder” holder of Notes and related expressions should shall be construed accordingly. Covered Bonds Bearer Notes which are represented by a Global Covered Bond Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear, DTC Euroclear and Clearstream, Luxembourg or any other relevant clearing systemLuxembourg, as the case may be. References to Euroclear, DTC Euroclear and/or Clearstream, Luxembourg willshall, whenever the context so permits (but not in the case of any NGCB)permits, be deemed to include a reference to any successor operator and/or successor clearing system and/or any additional or alternative clearing system specified in the applicable Final Terms Document or Pricing Supplement or as may otherwise be approved by the Issuer, the Issuing and Paying Agent and the Bond TrusteeTerms.

Form, Denomination and Title. The Covered Bonds are in bearer form or in registered form as specified in the applicable Final Terms Document or Pricing Supplement and may be issued and, in book-entry form or definitive form. the case of Definitive Covered Bonds are (being Bearer Definitive Covered Bond(s) and/or, as the context may require, Registered Definitive Covered Bond(s)), serially numbered and issued numbered, in the Specified Currency and the Specified Denomination(s). Unless otherwise specified in the applicable Final Terms Document or Pricing Supplement, Covered Bonds of one Specified Denomination may not be exchanged for Covered Bonds of another Specified Denomination. Denomination and Bearer Covered Bonds may not be exchanged for Registered Covered Bonds and vice versa. For the purposes of the Bank Act, the main branch of the Bank located at its executive offices in Toronto shall be the branch of account for the deposits evidenced by the This Covered Bonds. The Covered Bonds Bond may be denominated in any currency. The Covered Bonds in a Series may be Fixed Rate Covered BondsBond, a Floating Rate Covered BondsBond, a Zero Coupon Covered Bonds Bond, an Index Linked Interest Covered Bond, a Dual Currency Interest Covered Bond or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms Document or Pricing Supplement. Prior Terms, and subject, in each case, to issuing a Series of Covered Bonds (if such Covered Bonds are not Fixed Rate Covered Bonds or Floating Rate Covered Bonds), the Issuer has obtained confirmation from each of the Rating Agencies that the then current ratings of the any outstanding Series of Covered Bonds of all Series then outstanding will not be downgraded or withdrawn as a result of adversely affected by the issuance of this Covered Bond. This Covered Bond may be an Index Linked Redemption Covered Bond, an Instalment Covered Bond, a Dual Currency Redemption Covered Bond, a Partly Paid Covered Bond or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the applicable Final Terms and subject, in each case, to confirmation from the Rating Agencies that the then current rating of any outstanding Series of Covered BondsBonds will not be adversely affected by the issuance of this Covered Bond. Bearer Definitive Covered Bonds are issued with Coupons attached, unless they are Zero Coupon Covered Bonds, Bonds in which case, case references to Coupons and Couponholders in these Terms Conditions are not applicable. Bearer Definitive Covered Bonds are issued with Receipts, unless they are not Instalment Covered Bonds in which case references to Receipts and Receiptholders in these Conditions are not applicable. Subject as set out below, title to the Bearer Covered Bonds Bonds, Receipts and Coupons will pass by delivery and title to the Registered Covered Bonds will pass upon registration of transfers in accordance with the provisions of the relevant Agency Agreement. The IssuerIssuers, the Guarantor, the Covered Bond Guarantor, the Paying Agents, the Security Trustee and the Bond Trustee will (except as otherwise required by Lawlaw) deem and treat the bearer of any Bearer Covered Bond Bond, Receipt or Coupon and the registered holder of any Registered Covered Bond as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Covered Bond, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Covered Bonds are is represented by a Global Covered Bond held on behalf of of, or, as the case may be, registered in the name of a nominee for the Common Depositary, or Common Safekeeper, as common depositary (in the case may beof a CGCB) or common safekeeper (in the case of a NGCB) for Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, for Euroclearsociété anonyme (Clearstream, Luxembourg) or The Depository Trust Company (DTC) or registered in the name of New Zealand Central Securities Depository Limited (NZCSD) as depository of the NZClear System maintained by the Reserve Bank of New Zealand in accordance with the NZClear Regulations (NZClear) (in the case of NZ Registered Covered Bonds) each person (other than Euroclear or Clearstream, Luxembourg DTC or DTC, each Person (other than Euroclear, Clearstream, Luxembourg or DTCNZClear) who is for the time being shown in the records of Euroclear, Clearstream, Luxembourg Luxembourg, DTC or DTC NZClear as the holder of a particular nominal amount of such Covered Bonds (in which regard any certificate or other document issued by EuroclearEuroclear or Clearstream, Luxembourg, DTC or Clearstream, Luxembourg NZClear as to the nominal amount of such Covered Bonds standing to the account of any person will shall be conclusive and binding for all purposes save in the case of manifest or proven error and any such certificate or other document may comprise any form of statement or print-print out of electronic records provided by the relevant clearing system (including, without limitation, Euroclear’s 's EUCLID or Clearstream, Luxembourg’s 's Cedcom system) in accordance with its usual procedures and in which the holder of a particular nominal amount of the Covered Bonds is clearly identified with the amount of such holding) will shall be treated by the Issuer, the Guarantor (in the case of Covered Bonds issued by BNZ-IF), the Covered Bond Guarantor, the Paying Agents, the Security Trustee and the Bond Trustee as the holder of such nominal amount of such Covered Bonds for all purposes other than with respect to the payment of principal or interest or other amounts on such nominal amount of such Covered Bonds, and, in the case of DTC or its nominee, voting, giving consents and making requests, for which purpose the bearer of the relevant Global Covered Bond or the registered holder of the relevant Registered Global Covered Bond shall be treated by the Issuer, the Guarantor (in the case of Covered Bonds issued by BNZ-IF), the Covered Bond Guarantor, any Paying Agent, the Security Trustee and the expressions “Bond Trustee as the holder of such nominal amount of such Covered Bondholder” Bonds in accordance with and “holder” subject to the terms of the relevant Global Covered Bond and the expression Covered Bondholder and related expressions should shall be construed accordingly. Covered Bonds which are represented by a Global Covered Bond will be transferable only in accordance with the rules and procedures for the time being of EuroclearDTC, DTC Euroclear and Clearstream, Luxembourg Luxembourg, or any other relevant clearing system, NZClear as the case may be. References to EuroclearDTC, DTC NZClear, Euroclear and/or Clearstream, Luxembourg willshall, whenever the context so permits (but not in the case of any NGCB), be deemed to include a reference to any successor operator and/or successor clearing system and/or any additional or alternative clearing system specified in the applicable Final Terms Document or Pricing Supplement or as may otherwise be approved by the Issuer, the Issuing and Guarantor (in the case of Covered Bonds issued by BNZ-IF), the relevant Principal Paying Agent and the Bond Trustee.

Form, Denomination and Title. The Covered Bonds are in bearer form (Bearer Covered Bonds) or in registered form (Registered Covered Bonds) or, in the case of CSD Covered Bonds, uncertificated book entry form, as specified in the applicable Final Terms Document or Pricing Supplement and may be issued Terms, and, in book-entry form or the case of definitive form. Definitive Covered Bonds are serially numbered and issued Bonds, in the Specified Currency and the Specified Denomination(s)) and (other than CSD Covered Bonds) serially numbered. Unless otherwise specified in the applicable Final Terms Document or Pricing Supplement, Covered Bonds of one Specified Denomination may not be exchanged for Covered Bonds of another Specified Denomination. Denomination and Bearer Covered Bonds may not be exchanged for Registered Covered Bonds and vice versa. For the purposes of the Bank Act, the main branch of the Bank located at its executive offices in Toronto shall be the branch of account for the deposits evidenced by the Neither Bearer Covered Bonds. The Bonds nor Registered Covered Bonds may be denominated in any currency. The exchanged for CSD Covered Bonds in a Series and vice versa. This Covered Bond may be a Fixed Rate Covered BondsBond, a Floating Rate Covered BondsBond, a Zero Coupon Covered Bond, an Inflation Linked Covered Bond, an Inflation Linked Non-Amortising Covered Bonds or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms Document and may be an Instalment Covered Bond. This Covered Bond may be an Inflation Linked Covered Bond or Pricing Supplement. Prior to issuing a Series of an Inflation Linked Non- Amortising Covered Bonds (if such Covered Bonds are not Fixed Rate Covered Bonds or Floating Rate Covered Bonds), depending on the Issuer has obtained confirmation from each of Redemption/Payment Basis shown in the Rating Agencies that the ratings of the Covered Bonds of all Series then outstanding will not be downgraded or withdrawn as a result of the issuance of this Series of Covered Bondsapplicable Final Terms. Definitive Bearer Definitive Covered Bonds are issued with Coupons attached, unless they are Zero Coupon Covered Bonds, Bonds in which case, case references to Coupons and Couponholders in these Terms and the Conditions are not applicable. Subject as set out below, title to the Bearer Covered Bonds Bonds, Receipts and Coupons will pass by delivery and delivery, title to the Registered Covered Bonds will pass upon registration of transfers in accordance with the provisions of the Agency AgreementAgreement and title to CSD Covered Bonds will pass by registration in the registers between the direct or indirect accountholders at the CSD in accordance with the rules and procedures of the CSD. The Issuer, the Guarantor, the Paying Agents, Issuer and the Bond Trustee any Agent will (except as otherwise required by Lawlaw) deem and treat the bearer of any Bearer Covered Bond Bond, Receipt or Coupon and the registered holder of any Registered Covered Bond or CSD Covered Bond as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Covered Bond, without prejudice to the provisions set out in the next succeeding paragraph, and the expressions Covered Bondholders or holders of Covered Bonds and related expressions shall be construed accordingly. For so long as any of the Covered Bonds are is represented by a Global Covered Bond held on behalf of orEuroclear Bank SA/NV (Euroclear) and/or Clearstream Banking, as the case may be, registered in the name of a nominee for the Common Depositary, or Common Safekeeper, as the case may be, for Euroclear, société anonyme (Clearstream, Luxembourg Luxembourg) or DTC, so long as any of the Covered Bonds is an CSD Covered Bond each Person person (other than Euroclear, Clearstream, Luxembourg or DTCthe CSD) who is for the time being shown in the records of Euroclear, Euroclear or of Clearstream, Luxembourg or DTC the CSD, as the case may be, as the holder of a particular nominal amount of such Covered Bonds (in which regard any certificate or other document issued by Euroclear, DTC or Clearstream, Luxembourg or the CSD, as the case may be, as to the nominal amount of such Covered Bonds standing to the account of any person will shall be conclusive and binding for all purposes save in the case of manifest or proven error and any such certificate or other document may comprise any form of statement or print-out of electronic records provided by the relevant clearing system (including, without limitation, Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom systemerror) in accordance with its usual procedures and in which the holder of a particular nominal amount of the Covered Bonds is clearly identified with the amount of such holding) will shall be treated by the Issuer, the Guarantor, the Paying Agents, Issuer and the Bond Trustee relevant Agents as the holder of such nominal amount of such Covered Bonds for all purposes other than (in the case only of Covered Bonds not being CSD Covered Bonds) with respect to the payment of principal or interest or other amounts on such nominal amount of such Covered Bonds, for which purpose, in the case of Covered Bonds represented by a bearer Global Covered Bond, the bearer of the relevant Global Covered Bond, or, in the case of Covered Bonds represented by Registered Global Covered Bonds, the registered holder shall be treated by the Issuer and any Agent as the holder of such nominal amount of such Covered Bonds in accordance with and subject to the terms of the relevant Global Covered Bond and the expressions “Covered Bondholder” Bondholder and “holder” holder of Covered Bonds and related expressions should shall be construed accordingly. Covered Bonds which are represented by a Global Covered Bond will be transferable only in accordance with the rules and procedures for the time being of Euroclear, DTC Euroclear and Clearstream, Luxembourg or any other relevant clearing systemLuxembourg, as the case may be. The Issuer shall be entitled to obtain certain information from the register maintained by the CSD for the purpose of performing its obligations under the issue of CSD Covered Bonds. The CSD Agent shall be entitled to obtain such information as is required to perform its duties under the Terms and Conditions of the Covered Bonds and rules and regulations of, and applicable to, the CSD. References to Euroclearthe CSD, DTC Euroclear and/or Clearstream, Luxembourg willshall, whenever the context so permits (but not in the case of any NGCB)permits, be deemed to include a reference to any successor operator and/or successor clearing system and/or any additional or alternative clearing system specified in Part B of the applicable Final Terms Document or Pricing Supplement or as may otherwise be approved by the Issuer, the Issuing and Paying Agent and the Bond Trustee.