Common use of INVESTMENT OF PROCEEDS AND PAYMENT OF INTEREST Clause in Contracts

INVESTMENT OF PROCEEDS AND PAYMENT OF INTEREST. 4.1 Investment of Proceeds (a) Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be invested in interest-bearing or discount debt obligations denominated in Canadian dollars issued or guaranteed by the Government of Canada or a province of Canada or a Canadian chartered bank provided that such obligation is rated at least R1 (middle), in respect of short-term obligations, or A, in respect of long-term obligations, by DBRS Inc. or a similar rating service. The Corporation and the Investors hereby jointly direct the Subscription Receipt Agent that when not so invested, any cash balances constituting part or all of the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more non-interest bearing trust accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at the Bank of Nova Scotia (the “Bank”), provided that such bank maintains an issuer credit rating from Standard & Poor’s of at least “A” (an “Approved Rating”). The Subscription Receipt Agent shall withdraw, as soon as reasonably practicable, any cash balances constituting part or all of the Escrowed Funds that may then be deposited with the Bank if the Subscription Receipt Agent has received notice from the Corporation that the Bank fails to so qualify at any time, and re-deposit such amount with one or more other Canadian Schedule I banks that have an Approved Rating at such time. (b) All Earned Interest received from the investment of the Escrowed Funds shall be credited to, and shall become a part of, the Escrowed Funds (and any bank charges and similar fees as well as losses, if any, on such investments shall be debited to the Escrowed Funds). (c) All Escrowed Funds held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent solely as agent and bailee on behalf of the Receiptholders, and for certainty shall not form part of the property, estate, assets, undertaking or effects of the Subscription Receipt Agent. The delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Receiptholders. (d) The Escrowed Funds held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Receiptholders, and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any investments (including any deposits) made pursuant to this Section 4.1, and any credit or other losses on any investments liquidated or sold prior to maturity. Each of the Corporation and the Investors acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Funds at the Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank.

INVESTMENT OF PROCEEDS AND PAYMENT OF INTEREST. 4.1 Investment of Proceeds (a) Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be invested in interest-bearing or discount debt obligations denominated in Canadian dollars issued or guaranteed by the Government of Canada or a province of Canada or a Canadian chartered bank provided that such obligation is rated at least R1 (middle), in respect of short-term obligations, or A, in respect of long-term obligations, by DBRS Inc. or a similar rating service. The Corporation and the Investors Joint Bookrunners, on behalf of the Underwriters, hereby jointly direct the Subscription Receipt Agent that when not so invested, any cash balances constituting part or all of the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more non-interest bearing trust accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at the Bank of Nova Scotia (the “Bank”), provided that such bank maintains an issuer credit rating from Standard & Poor’s of at least “A” (an “Approved Rating”). The Subscription Receipt Agent shall withdraw, as soon as reasonably practicable, any cash balances constituting part or all of the Escrowed Funds that may then be deposited with the Bank if the Subscription Receipt Agent has received notice from the Corporation that the Bank fails to so qualify at any time, and re-deposit such amount with one or more other Canadian Schedule I banks that have an Approved Rating at such time. (b) All Earned Interest received from the investment of the Escrowed Funds shall be credited to, and shall become a part of, the Escrowed Funds (and any bank charges and similar fees as well as losses, if any, on such investments shall be debited to the Escrowed Funds). (c) All Escrowed Funds held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent solely as agent and bailee on behalf of the Receiptholders, and for certainty shall not form part of the property, estate, assets, undertaking or effects of the Subscription Receipt Agent. The delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Receiptholders. (d) The Escrowed Funds held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Receiptholders, and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any investments (including any deposits) made pursuant to this Section 4.1, and any credit or other losses on any investments liquidated or sold prior to maturity. Each of the Corporation and the Investors Joint Bookrunners, on behalf of the Underwriters, acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Funds at the Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank.

INVESTMENT OF PROCEEDS AND PAYMENT OF INTEREST. 4.1 5.1 Investment of Proceeds (a) Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be invested in interest-bearing or discount debt obligations denominated in Canadian dollars issued or guaranteed by the Government of Canada or a province of Canada or a Canadian chartered bank provided that such obligation is rated at least R1 (middle), in respect of short-term obligations, or A, in respect of long-term obligations, by DBRS Inc. or a similar rating service. The Corporation and the Investors hereby jointly direct the Subscription Receipt Agent that when not so invested, any cash balances constituting part or all of the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more noninterest-interest bearing trust accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at the Bank of Nova Scotia one or more banks listed in below in Subsection 5.1(c) (the each such bank, an “Approved Bank”). If deposited into an Approved Bank, provided that the Escrowed Funds shall bear interest at an annual rate which is equal to such bank maintains an issuer credit rating from Standard & PoorApproved Bank’s prime rate of at least “A” (an “Approved Rating”)interest for its most preferred customers less 2.25%. Such payment obligation shall be calculated daily and paid to the account(s) within three Business Days of each month-end. The Subscription Receipt Agent shall withdrawbe entitled to retain for its own benefit, as soon as reasonably practicablepartial compensation for its services hereunder, any cash balances constituting part or all amount of the interest earned on the Escrowed Funds that may then be deposited with the Bank if the Subscription Receipt Agent has received notice from the Corporation that the Bank fails is not payable pursuant to so qualify at any time, and re-deposit such amount with one or more other Canadian Schedule I banks that have an Approved Rating at such timethis Section 5.1. (b) All Earned Interest received from the investment of the Escrowed Funds shall be credited to, and shall become a part of, the Escrowed Funds (and any bank charges and similar fees as well as losses, if any, on such investments shall be debited to the Escrowed Funds). (c) All Escrowed Funds amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent solely as agent and bailee on behalf for the benefit of the Receiptholders, Receiptholders and for certainty shall not form part of the property, estate, assets, undertaking or effects of the Subscription Receipt Agent. The delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Receiptholders. (d) . The Escrowed Funds amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Receiptholders, Receiptholders and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any investments (including any deposits) deposit made with an Approved Bank pursuant to this Section 4.15.1, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any investments deposit liquidated or sold prior to maturity. Each of the The Corporation and the Investors acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Funds at the any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank. At any time and from time to time, the Corporation shall be entitled to direct the Subscription Receipt Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrowed Funds that may then be deposited with any Approved Bank specified in the notice and re-deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Receiptholders prior to and after such withdrawal (c) The Approved Banks include the following: ANZ Banking Group AA- Bank of America NA A+ Bank of Montreal A+ The Bank of Nova Scotia A+ Bank of Scotland A Bank of Tokyo-Mitsubishi UFJ A Canadian Imperial Bank of Commerce A+ Citibank NA A+ HSBC Bank of Canada AA- National Australia Bank Limited AA- National Bank of Canada A Royal Bank of Canada AA- Societe Generale (Canada Branch) A The Toronto-Dominion Bank AA- (d) For tax reporting purposes, all interest or other taxable income earned from the investment of the Proceeds in any tax year shall (i) to the extent such interest is distributed by the Subscription Receipt Agent to any person or entity pursuant to the terms of this Agreement during such tax year, be allocated to such person or entity, and (ii) otherwise be allocated to the Corporation in the taxation year that it was earned, notwithstanding that no such amount has been distributed. The Receiptholders and Corporation agree to provide the Subscription Receipt Agent with their certified tax identification numbers and others forms, documents and information that the Subscription Receipt Agent may request in order to fulfill any tax reporting function.