Common use of Legal Opinions Clause in Contracts

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed to the Underwriters and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;

Legal Opinions. The Underwriters receiving at Upon execution of this Agreement, upon commencement of the Time offering of ClosingPlacement Shares under this Agreement (and upon the recommencement of the offering of the Placement Shares under this Agreement following any termination of a suspension of sales hereunder), favourable legal opinionsand promptly after each (i) Registration Statement Amendment Date, addressed (ii) each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable and (iii) each request by Canaccord, the Company will furnish or cause to be furnished to Canaccord and to counsel to Canaccord the written opinion and, in the case of Dxxxxx & Whitney LLP, a negative assurance letter, to the Underwriters and their counselextent applicable, Dentons Canada LLP from Fogler, Xxxxxxxx of (i) Dxxxxx & Wxxxxxx LLP, US counsel to for the Company, and MxXxxxxx Txxxxxxx LLP, Canadian counsel for the Company, and (ii) Kxxxxxxxxx Txxxxxxx & Sxxxxxxx LLP, intellectual property counsel for the Company, or local other counsel reasonably satisfactory to Canaccord, dated the date of this Agreement or the date of such commencement or recommencement or the date of effectiveness of such amendment or the date of filing with respect the Commission of such supplement or other document, as the case may be, in a form and substance reasonably satisfactory to those matters governed by Canaccord and its counsel, or, in lieu of such opinion and letter, counsel last furnishing such letter to Canaccord shall furnish Canaccord with a letter substantially to the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel effect that Canaccord may rely on such last opinion and letter to the same extent as though each were dated the date of such letter authorizing reliance (except that statements in such last letter shall be deemed to matters relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of factdelivery of such letter authorizing reliance). As used in this paragraph, to the extent there shall be an Applicable Time on certificates of or following the officers date referred to in clause (i) or (ii) above, promptly shall be deemed to be on or prior to the next succeeding Applicable Time. Such opinion and negative assurance letter, to the extent applicable, shall be rendered to Canaccord at the request of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;shall state so therein.

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed (i) On or prior to the Underwriters date of the first Placement Notice, and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel (ii) within five (5) Trading Days of each Representation Date (except for any date that is a Representation Date solely due to the Company, or local counsel filing of a prospectus supplement pursuant to Section 8(k) hereunder) with respect to those matters governed by which the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of factManager, on certificates behalf of the officers Trust, is obligated to deliver a certificate pursuant to Section 8(l) for which no waiver is applicable and excluding the date of this Agreement, the Trust shall cause to be furnished to the Agents a written opinion of each of Sxxxxx & Kxxxxx LLP (“U.S. Trust Counsel”) (in favour of the Company U.S. Agents only) and Sxxxxxxx Xxxxxxx LLP (“Canadian Trust Counsel”), or other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating counsel(s) satisfactory to the Preliminary ProspectusAgents, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offeringas applicable, in form and substance acceptable satisfactory to the UnderwritersAgents and their counsel, acting reasonablysubstantially similar to the forms previously provided to the Agents and their counsel, including modified, as to: (a) necessary, to relate to the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting AgreementRegistration Statement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Canadian Final Prospectus and the Prospectus, as applicable, as then amended or supplemented; provided, however, that the Manager, on behalf of the Trust, shall be required to furnish to the Agents no more than one opinion hereunder per calendar quarter. The requirement to provide an opinion under this Section 8(l) shall be waived for any Supplementary Material Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Manager, on behalf of the Trust, delivers instructions for the sale of Placement Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the filing thereof with next occurring Representation Date. Notwithstanding the Securities Commissions; (f) foregoing, if the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and thatManager, at the Time of Closing and upon payment on behalf of the purchase price Trust, subsequently decides to sell Placement Units following a Representation Date when a Suspension was in effect and did not provide the Agents with an opinion under this Section 8(l), then before the Manager, on behalf of the Trust, delivers the instructions for the Purchased Unitssale of Placement Units or the Agents sell any Placement Units pursuant to such instructions, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and thatManager, upon exercise in whole or in part on behalf of the Over- Allotment Option Trust, shall instruct U.S. Trust Counsel and Canadian Trust Counsel to provide the Agents with an opinion in accordance conformity with this Underwriting Agreement and upon payment Section 8(l) dated as of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) date that the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price instructions for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise sale of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;Placement Units are issued.

Legal Opinions. The Underwriters receiving at Administrative Agent shall have received, on behalf of itself and the Time of Closingother Bondholder Parties and with copies to the Collateral Agent, favourable legal opinionsfavorable written opinions from: (i) Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, (i) in form and substance reasonably satisfactory to the Agents and the Arrangers, (ii) dated the Closing Date, (iii) addressed to the Underwriters Bondholder Parties and their counsel(iv) covering such matters relating to the Bond Documents to which any Loan Party is a party, Dentons Canada LLP as the Agents and the Arrangers shall reasonably request and which are customary for transactions of the type contemplated by the Bond Documents, and the Obligor hereby requests such counsel to deliver such opinions; (ii) Bond Counsel (i) in form and substance reasonably satisfactory to the Administrative Agent, (ii) dated the Closing Date, (iii) addressed to the Bondholder Parties and (iv) to the effect that the conversion of the interest rate on the Bonds to the LIBOR Term Indexed Rate and the Transactions will not adversely affect the validity of the Bonds under state law or the exclusion from Foglergross income of interest on the Bonds for federal income Tax purposes and permitting the Bondholder Parties to rely on the opinion of Bond Counsel with respect to the Bonds dated as of the original issuance date of the Bonds (but without any undertaking to update the same), Xxxxxxxx LLPand covering illegality and such other customary matters as the Bondholder Parties may reasonable request, and the Obligor hereby requests such counsel to deliver such opinions; and (iii) Norton Xxxx Xxxxxxxxx, counsel to the CompanyIssuer, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, (i) in form and substance acceptable reasonably satisfactory to the UnderwritersAdministrative Agent, acting reasonably(ii) dated the Closing Date, including as to: (aiii) addressed to the Company being Bondholder Parties, (iv) to the effect that the Bond Documents to which the Issuer is a “reporting issuer”party have been duly authorized, or its equivalentexecuted and delivered by the Issuer and constitute legal, in each valid and binding obligations of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants Issuer enforceable in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Sharesterms (subject to customary exceptions regarding enforceability); (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed On or prior to the Underwriters and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel date that the first Securities are sold pursuant to the Companyterms of this Agreement and each time Securities are delivered to a Sales Agent as principal on a Settlement Date, or local counsel as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard is obligated to deliver a certificate in the form attached hereto as Exhibit E for legal opinions in transactions of a similar naturewhich no waiver is applicable, and as the Company shall cause to such other matters as the Underwriters may reasonably request relating be furnished to the Preliminary ProspectusSales Agents, the Amended Preliminary ProspectusForward Sellers and the Forward Purchasers written opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to the Sales Agents, the Final Prospectus, any Supplementary Material, this Underwriting Agreement Forward Sellers and the OfferingForward Purchasers, in form and substance satisfactory to the Sales Agents, the Forward Sellers and the Forward Purchasers and their respective counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, subject to such assumptions, exceptions and qualifications reasonably acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting AgreementSales Agents, the Warrant IndentureForward Sellers and the Forward Purchasers and their respective counsel, and modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell such counsel may furnish the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary ProspectusSales Agents, the Amended Preliminary ProspectusForward Sellers and the Forward Purchasers with a letter to the effect that the Sales Agents, the Final Prospectus and any Supplementary Material Forward Sellers and the filing thereof with the Securities Commissions; (fForward Purchasers may rely on a prior opinion delivered under this Section 7(p) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor Registration Statement and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued Prospectus as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, amended or supplemented at the Time of Closing such Compensation Options will be duly and validly created;Representation Date).

Legal Opinions. The Underwriters receiving the Agents shall have received at the Closing Time a customary legal opinion from the Corporation’s Canadian Counsel and the Corporation’s U.S. Counsel (or other local counsel to the Corporation, as applicable) covering the laws of Closing, favourable legal opinionsthe Qualifying Jurisdictions and U.S. federal securities laws, addressed to the Underwriters Agents and their counselthe Selling Group Members, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the Corporation’s officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the UnderwritersAgents, acting reasonably, with respect to the following matters with such opinions being subject to usual and customary assumptions and qualifications, including as tothe qualifications set out below: (ai) the Company Corporation being a “corporation incorporated and existing under the laws of Delaware and having all requisite corporate power and capacity to enter into this Agreement and to perform its obligations hereunder; (ii) the Corporation is a reporting issuer”, issuer or its equivalent, the equivalent in each of the Qualifying Jurisdictions and not in default under Canadian the Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (ciii) the authorized and issued and outstanding share capital of the CompanyCorporation; (div) the Company Corporation having all necessary corporate power and capacity capacity: (i) to execute and deliver this Underwriting Agreement, Agreement and the Warrant Indenture, any Warrant Certificates Indenture and Compensation Option Certificates, and to perform its obligations hereunder under this Agreement and thereunderthe Indenture, including and (ii) to create, create and issue the Debentures and sell to issue the Offered SecuritiesCommon Shares upon conversion of the Debentures in accordance with the terms of the Indenture; (ev) all necessary corporate action having been taken by the Company Corporation to authorize the execution and delivery of this Agreement, the Indenture and the performance of its obligations hereunder and thereunder and as to the Agreement and the Indenture having been duly authorized, executed and delivered on behalf of the Corporation, and constituting a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, subject to standard assumptions and qualifications; (vi) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities CommissionsCommissions in the Qualifying Jurisdictions; (fvii) the Unit Common Shares partially comprising issuable upon the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment conversion of the purchase price for the Purchased Units, such Unit Shares will be duly and Debentures have been validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and thatCorporation and, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase exercise price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their termsthereof, the Warrant Common Shares will be validly issued as fully paid and non-assessable Common Shares; (kviii) the Compensation Options rights, privileges, restrictions and conditions attached to the Debentures and the Common Shares are accurately summarized in all material respects in the Prospectus; (ix) the execution and delivery of this Agreement and the Indenture, the performance by the Corporation of its obligations hereof and thereof and the issuance, sale and delivery of the Debentures and the issuance of the Common Shares on conversion of the Debentures does not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both (i) the provisions of the applicable laws of the jurisdiction of incorporation of the Corporation, and (ii) the constating documents and by-laws of the Corporation; (x) all necessary documents having been filed, all requisite proceedings having been taken and all approvals, permits, authorizations and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions (and, if applicable, the other Selling Jurisdictions) having been obtained by the Corporation to qualify the distribution of the Debentures and the issuance of the Common Shares upon conversion of the Debentures in accordance with the terms thereof in each of the Qualifying Jurisdictions (and, if applicable, the other Selling Jurisdictions) through or to investment dealers or brokers registered under the applicable securities laws who have complied with the relevant provisions of such applicable securities laws and the terms of such registrations; (xi) subject to the qualifications, assumptions, limitations and understandings set out therein, the statements set out in the Prospectus, the description set forth in the Prospectus under the headings “Eligibility for Investment”, “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations” is a fair summary of such matters in all material respects; (xii) the Debentures and the underlying Common Shares having been accepted for listing on the TSXV, subject to the Standard Listing Conditions; (xiii) the Debenture Trustee having been duly appointed as the debenture trustee under the Indenture; (xiv) the Registration Statement having become effective under the U.S. Securities Act, and validly authorized and that, at no “stop order” having been issued by the Time of Closing such Compensation Options will be duly and validly created;SEC suspending its effectiveness; and

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed On or prior to the Underwriters date that the Securities are first sold pursuant to the terms of this Agreement and their within three (3) Trading Days after each 10-K Representation Date with respect to which the Company and the Operating Partnership is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicable, the Company shall cause to be furnished to the Placement Agent (i) a written opinion of Xxxxxxx LLP, Maryland counsel to the Company (“Company Maryland Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, Dentons Canada dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D, (ii) written opinions of Skadden, Arps, Slate Xxxxxxx and Xxxx LLP, special counsel to the Company (“Company Special Counsel”), or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit E-1 and Exhibit E-2, (iii) the written opinion of Xxxxx & Overy LLP from Foglerregarding certain matters pursuant to the 1940 Act, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F (iv) unless waived by the Placement Agent, a written opinion of Hunton & Xxxxxxxx LLP, counsel to the CompanyPlacement Agent (“Counsel to the Placement Agent”), or local other counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating satisfactory to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the OfferingPlacement Agent, in form and substance acceptable reasonably satisfactory to the UnderwritersPlacement Agent, acting reasonablydated the date that the opinion is required to be delivered; provided, including as to: however, that in lieu of such opinions for subsequent 10-K Representation Dates, counsel may furnish the Placement Agent with a letter (a) the Company being a “reporting issuerReliance Letter”, or its equivalent, ) to the effect that the Placement Agent may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in each of such prior opinion shall be deemed to relate to the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material Registration Statement and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, Prospectus as amended or supplemented at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non10-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;K Representation Date).

Legal Opinions. The Underwriters receiving at Company shall have caused to be delivered to the Time Investor, (i) within five (5) Trading Days of Closingthe effective date of the Registration Statement, favourable legal opinions(ii) as of a date subsequent to the date of the Company's filing of its most recent quarterly report on Form 10-Q (or the date by which such report is required to be filed), (iii) as of a date subsequent to the date on which the Company announces, whether on a preliminary or definitive basis, its fourth quarter or full-year financial results and (iv) to the extent provided by Section 3.3, an opinion of the Company's independent counsel containing the opinions and statements set forth in Exhibit B hereto, addressed to the Underwriters and their Investor stating, inter alia, that in such counsel's belief the Registration Statement (if applicable, Dentons Canada LLP from Fogleras so amended by such SEC Document) does not contain an untrue statement of material fact or omits a material fact required to make the statements contained therein, Xxxxxxxx LLPnot misleading or that the underlying prospectus (if applicable, as so amended or supplemented) does not contain an untrue statement of material fact or omits a material fact required to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, however, that in the event that such an opinion cannot be delivered by the Company's independent counsel to the CompanyInvestor, the Company shall promptly revise the Registration Statement and shall not deliver an Optional Purchase Notice or local counsel with respect to those matters governed a Mandatory Purchase Notice or, if an Optional Purchase Notice or Mandatory Purchase Notice shall have been delivered in good faith without knowledge by the laws Company that an opinion of jurisdictions other than independent counsel can not be delivered as required, postpone such Closing Date for a period of up to five (5) Trading Days until such an opinion is delivered to the jurisdictions in which it is qualified to practiceInvestor (or such Closing shall otherwise be cancelled). In the event of such a postponement, which counsel may rely as to matters of fact, on certificates the Purchase Price of the officers Common Stock to be issued at such Closing as determined pursuant of Section 2.2 shall be the lower of the Company and other documentation standard for legal opinions in transactions such Purchase Price as calculated as of a similar nature, the originally scheduled Closing Date and as to such other matters as of the Underwriters may reasonably request relating actual Closing Date. The Company's independent counsel shall also deliver to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, Investor upon execution of this Underwriting Agreement and the Offering, agreement an opinion in form and substance acceptable satisfactory to the UnderwritersInvestor addressing, acting reasonablyamong other things, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;matters and

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed to the Underwriters Each Agent and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offeringeach Lender has received, in form and reasonably substance acceptable satisfactory to it, the Underwriters, acting reasonably, including as to: following legal opinions (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions case, with customary qualifications and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created;limitations): (i) a legal opinion from counsel to Borrower, opining that (A) the Warrants Borrower is not a “covered fund” within the meaning of the final regulations issued pursuant December 10, 2013, implementing Section 619 of the Dodd-Fraxx Xaxx Xxxxxx Reform and Consumer Protection Act of 2010, commonly known as the “Volcker Xxxx;” (B) the Borrower is not, and immediately after giving effect to the exercise transactions completed on the Closing Date hereunder will not be, required to register as an “investment company” within the meaning of the Over-Allotment Option having been duly Investment Company Act, as amended (the “1940 Act”); (C) the Purchased Receivables and validly authorized and that, upon exercise other assets included in the Collateral are “eligible assets” as defined in Rule 3a-7 of the Over-Allotment Option Investment Company Act; and (D) each Loan is an “eligible asset” as defined in whole or in part in accordance with this Underwriting Agreement and upon payment Rule 3a-7 of the purchase price thereforInvestment Company Act. (ii) a legal opinion from counsel to the Borrower and Seller, such Warrants will be duly opining that each of (i) the security interest in the Purchased Receivables and validly createdother Purchased Assets granted by the Seller to the Borrower, and (ii) the security interest in the Purchased Receivables, Purchased Assets, Collection Account and other Collateral granted by the Borrower to the Collateral Trustee, for the benefit of the Secured Parties, is valid and perfected under the applicable UCC; (jiii) a legal opinion from counsel to the Warrant Shares having been reserved Borrower and authorized and allotted for issuance and upon payment therefor Seller, opining that the Receivables Purchase Agreement (A) constitutes a true sale or transfer from the Seller to the Borrower and the issue thereof upon exercise Purchased Receivables transferred thereunder will not be subject to the bankruptcy estate of the Warrants Seller, and (B) nonconsolidation of the Seller and Borrower in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;event of bankruptcy; and (kiv) legal opinions from counsel to the Compensation Options having been duly Borrower, Seller, and validly authorized Servicer, and thatCollateral Trustee, at reasonably satisfactory to the Time of Closing such Compensation Options will be duly Administrative Agent, with respect to corporate or other company authority, enforceability, compliance with law and validly created;other standard legal opinions.

Legal Opinions. The Underwriters receiving at Upon execution of this Agreement and within three Trading Days after any Representation Date, the Time of ClosingCompany shall cause to be furnished to the Agents, favourable legal opinions, dated the date the opinions are so furnished and addressed to the Underwriters and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the OfferingAgents, in form and substance acceptable satisfactory to the UnderwritersAgents and their counsel, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant written opinion of DLA Piper (Canada) LLP, Canadian counsel for the Company and other local counsel, as required, and (ii) the written opinion of Hxxxxxx Xxxx LLP, U.S. counsel for the Company, each as described in Section 4(e), with respect to the exercise Company and the Offering but modified as necessary to relate to the Registration Statement and the Prospectuses as amended and supplemented to the date of such opinion and with respect to the Material Subsidiaries or, in lieu of such opinions, counsel last furnishing such opinion to the Agents and their counsel may furnish the Agents with a letter addressed to the Agents and their counsel to the effect that the Agents and their counsel may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(r) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice is pending, which waiver shall continue until the earlier to occur of the Over-Allotment Option having been duly date the Company delivers an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date), and validly authorized and thatthe next occurring Representation Date. Notwithstanding the foregoing, upon exercise if the Company subsequently decides to sell Offered Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice, or the Agents sells any Offered Shares, the Company shall provide the Agents with each of the Over-Allotment Option documents set out in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;Section 3(r).

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed to the Underwriters Each Agent and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offeringeach Lender has received, in form and reasonably substance acceptable satisfactory to it, the Underwriters, acting reasonably, including as to: following legal opinions (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions case, with customary qualifications and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created;limitations): (i) a legal opinion from counsel to Borrower, opining that (A) the Warrants Borrower is not a “covered fund” within the meaning of the final regulations issued pursuant December 10, 2013, implementing Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, commonly known as the “Xxxxxxx Rule;” (B) the Borrower is not, and immediately after giving effect to the exercise transactions completed on the Closing Date hereunder will not be, required to register as an “investment company” within the meaning of the Over-Allotment Option having been duly Investment Company Act, as amended (the “1940 Act”); and validly authorized (C) the Purchased Receivables and that, upon exercise other assets included in the Collateral are “eligible assets” as defined in Rule 3a-7 of the Over-Allotment Option Investment Company Act. (ii) a legal opinion from counsel to the Borrower and Seller, opining that each of (i) the security interest in whole or the Purchased Receivables and other Purchased Assets granted by the Seller to the Borrower, and (ii) the security interest in part in accordance with this Underwriting Agreement the Purchased Receivables, Purchased Assets, Collection Account and upon payment other Collateral granted by the Borrower to the Collateral Trustee, for the benefit of the purchase price thereforSecured Parties, such Warrants will be duly is valid and validly createdperfected under the applicable UCC; (jiii) a legal opinion from counsel to the Warrant Shares having been reserved Borrower and authorized and allotted for issuance and upon payment therefor Seller, opining that the Receivables Purchase Agreement (A) constitutes a true sale or transfer from the Seller to the Borrower and the issue thereof upon exercise Purchased Receivables transferred thereunder will not be subject to the bankruptcy estate of the Warrants Seller, and (B) nonconsolidation of the Seller and Borrower in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;event of bankruptcy; and (kiv) legal opinions from counsel to the Compensation Options having been duly Borrower, Seller, and validly authorized Servicer, and thatCollateral Trustee, at reasonably satisfactory to the Time of Closing such Compensation Options will be duly Administrative Agent, with respect to corporate or other company authority, enforceability, compliance with law and validly created;other standard legal opinions.

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed to the Underwriters Each Agent and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offeringeach Lender has received, in form and reasonably substance acceptable satisfactory to it, the Underwriters, acting reasonably, including as to: following legal opinions (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions case, with customary qualifications and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created;limitations): (i) a legal opinion from counsel to Borrower, opining that (A) the Warrants Borrower is not a “covered fund” within the meaning of the final regulations issued pursuant December 10, 2013, implementing Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, commonly known as the “Xxxxxxx Rule;” (B) the Borrower is not, and immediately after giving effect to the exercise transactions completed on the Closing Date hereunder will not be, required to register as an “investment company” within the meaning of the Over-Allotment Option having been duly Investment Company Act, as amended (the “1940 Act”); (C) the Purchased Receivables and validly authorized and that, upon exercise other assets included in the Collateral are “eligible assets” as defined in Rule 3a-7 of the Over-Allotment Option Investment Company Act; and (D) each Loan is an “eligible asset” as defined in whole or in part in accordance with this Underwriting Agreement and upon payment Rule 3a-7 of the purchase price thereforInvestment Company Act. (ii) a legal opinion from counsel to the Borrower and Seller, such Warrants will be duly opining that each of (i) the security interest in the Purchased Receivables and validly createdother Purchased Assets granted by the Seller to the Borrower, and (ii) the security interest in the Purchased Receivables, Purchased Assets, Collection Account and other Collateral granted by the Borrower to the Collateral Trustee, for the benefit of the Secured Parties, is valid and perfected under the applicable UCC; (jiii) a legal opinion from counsel to the Warrant Shares having been reserved Borrower and authorized and allotted for issuance and upon payment therefor Seller, opining that the Receivables Purchase Agreement (A) constitutes a true sale or transfer from the Seller to the Borrower and the issue thereof upon exercise Purchased Receivables transferred thereunder will not be subject to the bankruptcy estate of the Warrants Seller, and (B) nonconsolidation of the Seller and Borrower in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;event of bankruptcy; and (kiv) legal opinions from counsel to the Compensation Options having been duly Borrower, Seller, and validly authorized Servicer, and thatCollateral Trustee, at reasonably satisfactory to the Time of Closing such Compensation Options will be duly Administrative Agent, with respect to corporate or other company authority, enforceability, compliance with law and validly created;other standard legal opinions.

Legal Opinions. The Underwriters receiving at (1) At the Closing Time the Corporation shall cause to be delivered to each of Closing, favourable legal opinions, addressed to the Underwriters and their counsel, Dentons Canada LLP from Foglerfavourable legal opinions dated the Closing Date, Xxxxxxxx as follows: (a) by the Corporation’s counsel, Xxxxx Xxxx LLP, and local counsel in the Qualifying Jurisdictions other than the Province of Ontario, in which Purchasers reside (reasonably acceptable to the CompanyCorporation’s counsel and to counsel for the Underwriters) as to the distribution of the Subscription Receipts for sale to the public in, or local counsel with respect and as to those other matters governed by the laws of jurisdictions other than the jurisdictions in which Qualifying Jurisdictions, it is qualified to practice, which being understood that counsel may rely as to matters of fact, fact on certificates or statutory declarations of the officers of the Company and other documentation standard for legal opinions in transactions of a similar natureCorporation, and as of public and stock exchange officials with respect to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, offering of the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement Subscription Receipts and the Offering, Corporation in form and substance acceptable to counsel to the Underwriters, acting reasonably, including as towithout limitation opinions with respect to the following matters: (ai) as to the Company being a “reporting issuer”, or its equivalent, in each incorporation and existence of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing Corporation under the laws of the Province of Ontario and as to the Corporation having all the requisite corporate power and capacity under the laws of the Province of Ontario to carry on its business as now conducted presently carried on and to own, lease and operate own its properties and assets; (cii) the Corporation is a “reporting issuer” not in default of any requirement of the Securities Act (Ontario) and the regulations thereunder and has a similar status under the Applicable Securities Laws of each of the Qualifying Jurisdictions where Subscription Receipts were distributed; (iii) as to the authorized and issued and outstanding share capital of the CompanyCorporation; (div) as to the Company having all necessary corporate power and capacity authority of the Corporation to execute and deliver carry out its obligations under this Underwriting Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (ev) all necessary corporate action having has been taken by the Company Corporation to authorize the execution and delivery of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the Warrant Indenture and the performance of its obligations hereunder and thereunder, and each of the Preliminary Prospectusthis Agreement, the Amended Preliminary ProspectusSubscription Agreements, the Final Prospectus and any Supplementary Material Subscription Receipt Agreement and the filing thereof Warrant Indenture have been duly executed and delivered by the Corporation, and constitute a legal, valid and binding obligation of the Corporation enforceable against it in accordance with the Securities Commissionstheir respective terms; (fvi) the Unit Shares partially comprising execution and delivery of this Agreement, the Purchased Units having Subscription Agreements, the Subscription Receipt Agreement and the Warrant Indenture and the performance by the Corporation of its obligations hereunder and thereunder, do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any term or provision of the articles of the Corporation or the OBCA; (vii) the Subscription Receipts have been duly and validly authorized and thatfor issuance and, at the Closing Time of Closing and upon payment of the purchase price therefore in accordance with this Agreement, the Subscription Receipts will be duly and validly issued and outstanding; (viii) the Compensation Options have been duly and validly authorized for issuance and, at the Purchased UnitsClosing Time will be duly and validly issued and outstanding; (ix) the Unit Shares and Warrant Shares, such as applicable, have been authorized, allotted and reserved for issuance upon: (A) the conversion of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement; (B) the exercise of the Compensation Options in accordance with the terms of this Agreement; and (C) the exercise of the Warrants in accordance with the terms of the Warrant indenture, and the Unit Shares and Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (gx) the Unit Shares partially comprising the Additional Units having been reserved for issuance and sale by the Company and that, upon exercise in whole or in part Corporation of the Over- Allotment Option Subscription Receipts to the Purchasers resident in Canada, in accordance with the terms of this Underwriting Agreement and upon payment the Subscription Receipt Agreement, are exempt from the prospectus requirements of Applicable Securities Laws and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws to permit such issuance and sale; it being noted, however, that the execution and filing by or on behalf of the purchase price thereforCorporation within 10 days of the Closing Date of a report on Form 45-106F1 – Report of Exempt Distribution, such Unit Shares will be duly together with the required filing fee, prepared and validly issued as fully paid and nonexecuted in accordance with NI 45-assessable Common Shares106; (hxi) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment issuance of the purchase price for Underlying Securities upon the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise due conversion of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part Subscription Receipts in accordance with this Underwriting Agreement and upon payment the terms of the purchase price thereforSubscription Receipt Agreement, such Warrants will be duly and validly created; (j) upon the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the terms of the Warrant Shares Indenture, and upon the exercise of the Compensation Options in accordance with the terms of this Agreement, as applicable, will be validly issued as fully paid exempt from the prospectus and non-assessable Common Sharesregistration requirements of Applicable Securities Laws in the Offering Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws to permit such issuance and delivery; (kxii) in the Offering Jurisdictions, the first trade by a holder of the Subscription Receipts and Units issued upon conversion thereof, other than a trade which is otherwise exempted under the Applicable Securities Laws, will be a distribution and subject to the prospectus requirements of the Applicable Securities Laws therein unless: (A) the Corporation is and has been a “reporting issuer” (within the meaning of the Applicable Securities Laws) in a “jurisdiction of Canada” (as defined in NI 14-101) for the four months immediately preceding the “trade” (within the meaning of the Applicable Securities Laws); (B) at the time of such first trade, at least four months have elapsed from the “distribution date” (as defined in section 1.1 NI 45-102); (C) the certificates representing the Subscription Receipts and the Compensation Options having been duly (and validly authorized and thatUnderlying Securities if issued within four months of the date of issuance) carry a legend, or if the security is entered into a direct registration system or other electronic book- entry system, or if the subscriber did not directly receive a certificate representing the security, the subscriber received written notice containing the legend restriction notation prescribed by subsection 2.5(2)3(i) of NI 45-102; (D) at the Time time of Closing such first trade: (I) the trade is not a “control distribution” (as defined in section 1.1 of NI 45-102); (II) no unusual effort is made to prepare the market or to create a demand for such securities; (III) no extraordinary commission or consideration is paid to a person or company in respect of such trade; and (IV) if the selling security holder is an “insider” of the Corporation (within the meaning of applicable Securities Laws), such selling security holder has no reasonable grounds to believe that the Corporation is in default of “securities legislation” (as defined in NI 14-101); and (xiii) such other matters as the Underwriters or their counsel may reasonably request; and (b) by the Corporation’s U.S. counsel addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect that no registration is required under the U.S. Securities Act, in connection with the offer, sale and delivery of the Subscription Receipts, and the issuance of the Underlying Securities (excluding any Units, Unit Shares and Warrants to be issued upon the exercise of the Compensation Options will be duly Options), if any, in the United States or to, or for the account or benefit of, U.S. Persons, it being understood that such counsel need not express its opinion with respect to any subsequent re-sale of such Subscription Receipts and validly created;any Underlying Securities.

Legal Opinions. The Underwriters receiving at (1) On or prior to the Time date that Securities are first sold pursuant to the terms of Closingthis Agreement and within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit G for which no waiver is applicable, favourable legal the Placement Agent shall have received, unless waived by the Placement Agent, the opinions, each addressed to the Underwriters Placement Agent, of (A) Xxxxxxxx & Xxxxxxxx LLP, corporate counsel for the Company, or other counsel satisfactory to the Placement Agent, in form and their substance reasonably satisfactory to the Placement Agent and its counsel, Dentons Canada LLP from Foglerdated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D, (B) Xxxxxxx LLP, Maryland counsel for the Company, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, (C) Hunton & Xxxxxxxx LLP, counsel to the CompanyPlacement Agent, or local other counsel with respect satisfactory to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practicePlacement Agent, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offeringcertain federal income tax matters, in form and substance acceptable reasonably satisfactory to the UnderwritersPlacement Agent, acting reasonablydated the date that the opinion is required to be delivered, including substantially similar to the form attached hereto as to:Exhibit E, and (D) Hunton & Xxxxxxxx LLP, counsel to the Placement Agent, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, dated the date that the opinion is required to be delivered, to the effect that the Company is not, and the transactions contemplated by this Agreement will not cause the Company to become, an “investment company” under the Investment Company Act; provided that the waiver by the Placement Agent for any Hunton & Xxxxxxxx LLP opinion provided in clause (C) or (D) shall be deemed a waiver for any Xxxxxxxx & Xxxxxxxx LLP opinion or letter provided in clause (A). (a2) On or prior to the Company being a “reporting issuer”, or its equivalent, in each date that Securities are first sold pursuant to the terms of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant IndenturePlacement Agent shall have received, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken unless waived by the Company to authorize the execution and delivery of each of the Preliminary ProspectusPlacement Agent, the Amended Preliminary Prospectusopinion, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant addressed to the exercise Placement Agent, of Hunton & Xxxxxxxx LLP, counsel to the Over-Allotment Option having been duly Placement Agent, or other counsel satisfactory to the Placement Agent, in form and validly authorized and thatsubstance reasonably satisfactory to the Placement Agent, upon exercise of dated the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of date that the purchase price therefor, such Warrants will opinion is required to be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;delivered.

Legal Opinions. The Underwriters receiving at the Time of Closing, Closing favourable legal opinions, opinions addressed to the Underwriters and their counselfrom Blake, Dentons Canada LLP from Fogler, Xxxxxxxx Cxxxxxx & Gxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company Company, public and stock exchange officials and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as towith respect to the following matters: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the such Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario Canada Business Corporations Act and having all requisite corporate power and capacity to carry on its business as now conducted and business, to own, lease and operate its properties and assetsassets and to enter into this Underwriting Agreement and to perform its obligations hereunder; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power action having been taken by the Company to authorize the execution and capacity to execute and deliver delivery of this Underwriting Agreement, Agreement and the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform performance of its obligations hereunder and thereunderas to this Underwriting Agreement having been duly authorized, including executed and delivered on behalf of the Company, and constituting a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to createindemnity, issue contribution and sell waiver, and the Offered Securitiesability to sever unenforceable terms, may be limited by applicable law; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit execution and delivery of this Underwriting Agreement by the Company and the performance by the Company of its obligations hereunder (including the issuance, sale and delivery of the Offered Shares partially comprising and the Purchased Units grant of the Option, as applicable) do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both: (i) the provisions of any law, statute, rule or regulation to which the Company is subject; or (ii) the constating documents and by-laws of the Company; (g) the Offered Shares having been duly and validly authorized and thatfor issuance and, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance receipt by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit the Offered Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the Offered Shares issuable on exercise of the Over-Allotment Option having been duly and validly authorized and thatfor issuance and, upon due exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment receipt by the Company of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Offered Shares will be validly issued as fully paid and non-assessable Common Shares; (i) all necessary documents having been filed, all requisite proceedings having been taken and all approvals, permits, authorizations and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions having been obtained by the Company to qualify the distribution of the Offered Shares and the Option in each of the Qualifying Jurisdictions in compliance with the relevant provisions of applicable Canadian Securities Laws; (j) subject to the qualifications and assumptions set out therein, the statements set forth in the Final Prospectus under the heading “Eligibility for Investment” insofar as they purport to describe the provisions of the laws referred to therein are fair and accurate summaries of the matters discussed therein; (k) the Compensation Options Offered Shares being conditionally approved for listing on the TSX (subject to the Standard Listing Conditions); and (l) the Transfer Agent having been duly appointed as the transfer agent and validly authorized and that, at registrar for the Time of Closing such Compensation Options will be duly and validly createdCommon Shares;

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinionsBCBSMo shall have received, addressed to the Underwriters BCBSMo and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable reasonably satisfactory to BCBSMo (with such qualifications and assumptions as are customary and reasonable), (i) the opinion of counsel for RIT, dated as of the Closing Date, to the Underwriterseffect that all corporate acts and proceedings required to be taken by RIT to authorize the execution, acting reasonablydelivery and performance of this Agreement, including and the Ancillary Agreements to which RIT is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and properly taken and performed (the "RIT Legal Opinion"); (ii) the opinion of counsel for New RIT, dated as to: of the Closing Date, to the effect that (a) all corporate acts and proceedings required to be taken by New RIT to authorize the Company being execution, delivery and performance of this Agreement, and the Ancillary Agreements to which New RIT is a “reporting issuer”party, or its equivalent, in each and the consummation of the Qualifying Jurisdictions transactions contemplated hereby and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; thereby, have been duly and properly taken and performed, and (b) the Company being a corporation existing under shares of New RIT Stock to be issued in the laws of the Province of Ontario and having all requisite corporate power to carry on its business RIT/New RIT Merger Transaction, when issued in exchange for RIT Stock as now conducted and to ownprovided herein, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been will be duly and validly authorized and that, at the Time of Closing issued and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; nonassessable (gthe "New RIT Legal Opinion"); (iii) the Unit Shares partially comprising opinion of counsel for the Additional Units having been reserved for issuance Foundation, dated as of the Closing Date, to the effect that all corporate acts and proceedings required to be taken by the Company Foundation to authorize the execution, delivery and thatperformance of this Agreement, upon exercise in whole or in part and the Ancillary Agreements to which the Foundation is a party, and the consummation of the Over- Allotment Option in accordance with this Underwriting Agreement transaction contemplated hereby and upon payment of the purchase price thereforthereby, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having have been duly and validly authorized properly taken and that, at performed (the Time "Foundation Legal Opinion"); and (iv) the opinion of Closing and upon payment of the purchase price counsel for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant Foundation to the exercise effect that the Foundation will receive the shares of New RIT Stock to be issued in the Over-Allotment Option having RIT/New RIT Merger Transaction free and clear of claims that have been duly asserted or may in the future be asserted arising out of or relating to the Reorganization and validly authorized and thatarising out of or relating to either the status of BCBSMo as a mutual or public benefit corporation under Missouri law or the ownership, upon exercise beneficial ownership, or rights to the assets, surplus or equity of BCBSMo or any subsidiary or affiliate of BCBSMo (the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;"Foundation Litigation Legal Opinion"); and

Legal Opinions. The Underwriters receiving at Except as otherwise provided in this Section 3.2(h), the Time Company shall have caused to be delivered to the Investor, (i) within five (5) Trading Days following the effective date of Closingthe Registration Statement and the Warrant Registration Statement, favourable legal opinionsas applicable, (ii) as of a date within five (5) Trading Days after the date of the Company's filing of its most recent quarterly report on Form 10-Q (or the date by which such report is required to be filed), (iii) as of a date within five (5) Trading Days after the date on which the Company announces, whether on a preliminary or definitive basis, its fourth quarter or full-year financial results, (iv) to the extent provided by Section 3.3, and (v) as of a date within five (5) Trading Days of a the beginning of an Investment Period as to which the Company has not delivered a Cancellation Notice pursuant to 2.3 hereof, or as of a date within five (5) Trading Days of the delivery of an Additional Purchase Notice, an opinion of the Company's independent counsel containing the opinions and statements set forth in Exhibit B hereto, addressed to the Underwriters and their Investor stating, inter alia, that no facts have come to such counsel's attention that would cause it to believe that the Registration Statement or the Warrant Registration Statement, Dentons Canada LLP from Fogleras applicable (as amended, Xxxxxxxx LLPif applicable), contains an untrue statement of material fact or omits a material fact required to make the statements contained therein, not misleading or that the underlying Prospectus (if applicable, as so amended or supplemented) contains an untrue statement of material fact or omits a material fact required to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, however, that in the event that such an opinion cannot be delivered by the Company's independent counsel to the CompanyInvestor, the Company shall promptly notify the Investor and promptly revise each of the Registration Statement and the Warrant Registration Statement, as applicable, and the Company shall deliver a Cancellation Notice and shall not deliver a Mandatory Purchase Notice or local counsel with respect to those matters governed an Additional Purchase Notice or, if such Cancellation Notice has not been timely delivered or a Mandatory Purchase Notice or an Additional Purchase Notice shall have been delivered in good faith without knowledge by the laws Company that an opinion of jurisdictions other than independent counsel cannot be delivered as required, shall postpone, if necessary, any pending Closing Date for a period of up to five (5) Trading Days until such an opinion is delivered to the jurisdictions in which it is qualified to practiceInvestor (or such Closing shall otherwise be canceled). In the event of such a postponement, which counsel may rely as to matters of fact, on certificates the Purchase Price of the officers Common Stock to be issued at such Closing as determined pursuant to Section 2.4 shall be the lower of such Purchase Price as calculated as of the Company and other documentation standard for legal opinions in transactions originally scheduled Closing Date or as of a similar nature, and as to such other matters as the Underwriters may reasonably request relating actual Closing Date. The Company's independent counsel shall also deliver to the Preliminary Prospectus, Investor on the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, Effective Date opinions in form and substance acceptable satisfactory to the UnderwritersInvestor addressing, acting reasonablyamong other things, including as to: (a) corporate matters and the Company being a “reporting issuer”, or its equivalent, in each exemption from registration under the Securities Act of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws issuance of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken Common Stock by the Company to authorize the execution Investor under this Agreement; provided, however, that no opinions shall be required to be delivered pursuant to this Section 3.2(h) unless and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by until the Company delivers a Mandatory Purchase Notice with respect to an Investment Period; and thatprovided, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price thereforfurther, such Unit Shares will that no opinions shall be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will required to be duly and validly created; (i) the Warrants issued delivered pursuant to this Section 3.2(h) for any Investment Period for which the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;Company delivers a Cancellation Notice.

Legal Opinions. The Underwriters receiving at 8.1 At the Time of ClosingClosing Time, the Corporation shall have caused favourable legal opinions, addressed opinions dated the Closing Date to be delivered (in sufficient copies for the Agent and its counsel) to the Underwriters Agent and their the Agent's counsel by the Corporation's counsel, Dentons Canada Xxxxx Xxxxxx LLP from Fogler(who may rely, Xxxxxxxx LLP, counsel to the Companyextent appropriate in the circumstances, or on the opinions of local counsel with respect (acceptable to those them and to counsel for the Agent) as to the qualification of the Units for sale to the public in, and as to other matters governed by the laws of of, jurisdictions other than the jurisdictions Province of British Columbia and may rely, to the extent appropriate in which it is qualified to practice, which counsel may rely the circumstances and solely as to matters of factfact not independently established, on certificates or statutory declarations of the officers of the Company Corporation and other documentation standard for legal opinions in transactions of a similar nature, public and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, stock exchange officials) in form and substance acceptable to counsel to the UnderwritersAgent, acting reasonably, including as tosubstantially to the effect that: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions Corporation, DWM Petroleum AG, Xxxxx Petroleum AG, Gobi Energy Partners GmbH and not in default Gobi Energy Partners LLC has been duly incorporated and organized and is validly existing as a corporation under Canadian Securities Laws in the Qualifying Jurisdictionslaws of the jurisdiction of its incorporation; (b) the Company being a corporation existing under the laws each of the Province of Ontario Corporation, DWM Petroleum AG, Xxxxx Petroleum AG, Gobi Energy Partners GmbH and having all requisite corporate Gobi Energy Partners LLC has the capacity and power to carry on own and lease its properties and assets and to conduct its business as now presently conducted and to own, lease as described in the Prospectus and operate its properties and assetsthe Registration Statement; (c) the authorized Corporation and issued the attributes and outstanding share capital characteristics of the CompanyUnits and the Agent's Warrant conform in all material respects with the descriptions thereof in the Prospectus; (d) the Company having all necessary corporate power Corporation is authorized to issue 300,000,000 Common Shares and, other than as disclosed in the Prospectus and capacity the Registration Statement, as far as such counsel is aware, there are no options, warrants, conversion privileges or other rights or agreements for the purchase of any unissued securities in the Corporation except for 9,750,000 stock options and warrants to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; purchase 150,000 Common Shares; (e) all necessary corporate action having the form of the definitive certificates representing the Common Shares and Warrants have been taken duly approved and adopted by the Company to authorize Corporation and comply with the execution terms and delivery of each conditions of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment constating documents of the purchase price for the Purchased Units, such Unit Shares will be duly Corporation and validly issued as fully paid and non-assessable Common Shareswith all legal requirements relating thereto; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;

Legal Opinions. The Underwriters receiving at the Time (A) PCG and BEPI's Board of ClosingDirectors shall have received an opinion from Wilentz, favourable legal opinionsGoldman & Spitzer, addressed P.A., to the Underwriters effecx xxxx (i) except as otherwise set forth in this Agreement, no approval or consent of the BEPI shareholders is necessary in order to consummate the transactions contemplated by this Agreement, (ii) this Agreement has been duly authorized, executed and their counseldelivered by BEPI and no consent, Dentons Canada LLP from Foglerapproval, Xxxxxxxx LLPauthorization, counsel qualification or other order of, or any filing or registration with, any regulatory body, administrative agency or governmental body or other third party is legally required for BEPI to consummate the transactions which are contemplated to occur prior to the Company, or local counsel Closing in accordance with respect to those matters governed the terms of this Agreement; and (iii) neither the execution and delivery of this Agreement by BEPI nor the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates consummation of the officers transactions contemplated hereby will violate its certificate of the Company incorporation or by-laws or any law by which BEPI or its property is bound, (B) PCG and other documentation standard for legal opinions in transactions BEPI's Boards of a similar nature, Directors shall have received an opinion from counsel reasonably acceptable to PCG and as to such other matters as the Underwriters may reasonably request relating BEPI to the Preliminary Prospectuseffect that (i) that PCG and Subsidiary are each duly incorporated, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement validly existing and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing good standing under the laws of the Province respective jurisdictions in which they are incorporated, (ii) this Agreement has been duly authorized, executed and delivered by PCG and Subsidiary and is a valid and binding agreement of Ontario each of PCG and having all requisite corporate power to carry on Subsidiary enforceable against such entities in accordance with its business terms except as now conducted and to ownthe enforcement thereof may be limited by bankruptcy, lease and operate its properties and assets; insolvency, moratorium or other laws effecting creditors' rights generally, (ciii) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize neither the execution and delivery of each this Agreement by PCG or Subsidiary nor the consummation of the Preliminary Prospectustransactions contemplated hereby will violate their respective certificates of incorporation or by-laws or any law by which such entities or their property are bound, (iv) except as otherwise set forth in this Agreement, no approval or consent of the Amended Preliminary Prospectusshareholders of PCG or Subsidiary is necessary in order to consummate the transactions contemplated by this Agreement, (v) no consent, approval, authorization, qualification or other order of, or any filing or registration with any regulatory body, administrative agency or governmental body or other third party is legally required for PCG or Subsidiary to consummate the Final Prospectus and any Supplementary Material and the filing thereof transactions which are contemplated to occur in accordance with the Securities Commissions; terms of this Agreement, and (fvi) the Unit Shares partially comprising the Purchased Units having been Merger has duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares been effected. PCG will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant supply to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;BEPI any confirmatory legal information which PCG receives relating to PRC law.

Legal Opinions. The Underwriters receiving at 8.1 At the Time of ClosingClosing Time, the Corporation shall have caused favourable legal opinions, addressed opinions dated the Closing Date to be delivered (in sufficient copies for the Agent and its counsel) to the Underwriters Agent and their the Agent's counsel by the Corporation's counsel, Dentons Canada Xxxxx Xxxxxx LLP from Fogler(who may rely, Xxxxxxxx LLP, counsel to the Companyextent appropriate in the circumstances, or on the opinions of local counsel with respect (acceptable to those them and to counsel for the Agent) as to the qualification of the Units for sale to the public in, and as to other matters governed by the laws of of, jurisdictions other than the jurisdictions Province of British Columbia and may rely, to the extent appropriate in which it is qualified to practice, which counsel may rely the circumstances and solely as to matters of factfact not independently established, on certificates or statutory declarations of the officers of the Company Corporation and other documentation standard for legal opinions in transactions of a similar nature, public and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, stock exchange officials) in form and substance acceptable to counsel to the UnderwritersAgent, acting reasonably, including as tosubstantially to the effect that: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions Corporation, DWM Petroleum AG, Xxxxx Petroleum AG, Gobi Energy Partners GmbH and not in default Gobi Energy Partners LLC has been duly incorporated and organized and is validly existing as a corporation under Canadian Securities Laws in the Qualifying Jurisdictionslaws of the jurisdiction of its incorporation; (b) the Company being a corporation existing under the laws each of the Province of Ontario Corporation, DWM Petroleum AG, Xxxxx Petroleum AG, Gobi Energy Partners GmbH and having all requisite corporate Gobi Energy Partners LLC has the capacity and power to carry on own and lease its properties and assets and to conduct its business as now presently conducted and to own, lease as described in the Prospectus and operate its properties and assetsthe Registration Statement; (c) the authorized Corporation and issued the attributes and outstanding share capital characteristics of the CompanyUnits and the Agent's Warrant conform in all material respects with the descriptions thereof in the Prospectus; (d) the Company having all necessary corporate power Corporation is authorized to issue 300,000,000 Common Shares and, other than as disclosed in the Prospectus and capacity the Registration Statement, as far as such counsel is aware, there are no options, warrants, conversion privileges or other rights or agreements for the purchase of any unissued securities in the Corporation except for 9,750,000 stock options and warrants to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securitiespurchase 150,000 Common Shares; (e) all necessary corporate action having the form of the definitive certificates representing the Common Shares and Warrants have been taken duly approved and adopted by the Company to authorize Corporation and comply with the execution terms and delivery of each conditions of the Preliminary Prospectus, constating documents of the Amended Preliminary Prospectus, the Final Prospectus Corporation and any Supplementary Material and the filing thereof with the Securities Commissionsall legal requirements relating thereto; (f) the Unit Shares partially comprising TSXV has approved the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment listing of the purchase price for Unit Shares, Warrants, Warrant Shares and the Purchased Units, such Unit Agent's Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shareson the TSXV; (g) the Corporation is a "reporting issuer" in Alberta and is not included in a list of defaulting reporting issuers maintained by the Alberta Securities Commission pursuant to section 141 of the Securities Act (Alberta) and has a similar status under the Securities Laws of each of the Qualifying Provinces where such a concept exists; (h) Island Stock Transfer has been duly appointed as the transfer agent and registrar for the Common Shares at its principal office in St. Petersburg, Florida; (i) the Unit Shares partially comprising the Additional Units having and Warrants have been reserved for issuance by the Company validly created, allotted and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement issued and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as are fully paid and non-assessable Common Sharesassessable; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;

Legal Opinions. The Underwriters receiving at 8.1 At the Time of ClosingClosing Time, the Trust and StarPoint Energy shall have caused favourable legal opinions, addressed opinions dated the Closing Date to be delivered (in sufficient copies for each of the Underwriters and their counsel) to the Underwriters by their counsel, Dentons Canada Xxxxxx Blaikie LLP from Fogler(who may rely, Xxxxxxxx LLPto the extent appropriate in the circumstances, on the opinions of local counsel (acceptable to them and to counsel for the Underwriters) as to the qualification of the Offered Units for sale to the public in, and as to other matters governed by the laws of, jurisdictions other than the Province of Alberta and may rely, to the extent appropriate in the circumstances and solely as to matters of fact not independently established, on certificates or statutory declarations of officers of StarPoint Energy and of public and stock exchange officials) with respect to such matters as the Underwriters may reasonably request relating to the offering of the Offered Units, the Trust and StarPoint Energy in form and substance acceptable to counsel to the CompanyUnderwriters, acting reasonably, including without limitation opinions substantially to the effect that: (a) the Trust has been properly created and is validly existing as a trust under the laws of the Province of Alberta having the Trustee as its trustee; (b) each of StarPoint Energy, ExchangeCo, StarPoint Partnership, Trend Energy and Subtrust has been duly incorporated, amalgamated or created and is validly existing under the laws of the Province of Alberta; (c) each of the Trust and the Trust Subsidiaries has the capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus and any Supplementary Material; (d) the Trust is a “reporting issuer” not in default of any requirement of the Securities Act (Alberta) and the regulations thereunder and has a similar status under the Securities Laws of each of the other Qualifying Provinces and is eligible to participate in NI 44-101 in each Qualifying Province; (e) the Trust is authorized to issue an unlimited number of Trust Units and the number of Trust Units issued and outstanding as fully paid and non-assessable as of the Closing Date; (f) StarPoint Energy is authorized to issue an unlimited number of common shares, an unlimited number of exchangeable shares, issuable in series, and an unlimited number of Exchangeable Shares, the number of common shares issued and outstanding as fully paid and non-assessable as of the Closing Date and that such shares are owned beneficially and of record by the Trust, and the number of exchangeable shares and Exchangeable Shares issued and outstanding as fully paid and non-assessable as of the Closing Date; (g) ExchangeCo is authorized to issue an unlimited number of common shares, the number of common shares issued and outstanding as fully paid and non-assessable as of the Closing Date and that such shares are owned beneficially and of record by the Trust; (h) Trend Energy is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, the number of common shares issued and outstanding as fully paid and non-assessable as of the Closing Date that such shares are owed beneficially and of record by StarPoint Energy, and the number of preferred shares issued and outstanding as fully paid and non-assessable as of the Closing Date; (i) StarPoint Partnership is a general partnership formed under the laws of the Province of Alberta, the partners of which are StarPoint Energy as to a 99% partnership interest and Trend Energy as to a 1% partnership interest; (j) Subtrust is authorized to issue an unlimited number of trust units, the number of units issued and outstanding as fully paid and non-assessable as of the Closing Date and that such units are owned beneficially and of record by the Trust; (k) the legal description of the Trust and its structure and the attributes and characteristics of the Offered Units conform in all material respects with the descriptions thereof in the Prospectus and any Supplementary Material; (l) the form of the definitive certificate representing the Offered Units has been duly approved and adopted and complies with all legal requirements (including all applicable requirements of the Exchange) relating thereto; (m) the Offered Units are conditionally listed and, upon notification to the Exchange of the issuance and sale thereof and fulfillment of the conditions of the Exchange, will be listed and posted for trading on the Exchange; (n) the Trustee has been duly appointed as the transfer agent and registrar for the Trust Units, and Exchangeable Shares (including without limitation the Offered Units); (o) the Offered Units have been validly created, allotted and issued as fully-paid and non-assessable Trust Units; (p) the Trust and StarPoint Energy have the necessary corporate or trust power and authority to execute and deliver the Prospectuses and any Supplementary Material and all necessary action has been taken by the Trust and StarPoint Energy to authorize the execution and delivery by it of the Prospectuses and any Supplementary Material and the filing thereof, as the case may be, in each of the Qualifying Provinces under Securities Laws; (q) each of the Trust and the Trust Subsidiaries has the necessary corporate or trust power and authority to execute and deliver this Agreement and the Material Agreements to which it is a party, and to perform its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and by the Prospectuses (including in the case of the Trust to sell the Offered Units), all necessary action has been taken by the Trust and the Trust Subsidiaries to authorize the execution and delivery of this Agreement and the Material Agreements to which it is a party, and each of this Agreement and the Material Agreements has been duly authorized, executed and delivered by the Trust and the Trust Subsidiaries, as applicable, and is a legal, valid and binding obligation of each of them and enforceable in accordance with its terms (subject to reasonable opinion qualifications); (r) the execution and delivery of this Agreement by the Trust and StarPoint Energy, the fulfilment of the terms hereof by each of them, and the sale and delivery by the Trust at the Closing Time of the Offered Units do not and will not result in a breach of, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with (i) any applicable laws or any term or provision of the Trust Indenture, (ii) the articles, by-laws or constating documents of the Trust or StarPoint Energy, as applicable, (iii) any resolutions of the directors (or any committee thereof), Unitholders or shareholders of the Trust or StarPoint Energy, as applicable, (iv) any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Trust or StarPoint Energy is a party or by which it is bound, of which such counsel is aware, including, without limitation, the Material Agreements, or local (v) any judgment, order or decree of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Trust, StarPoint Energy or their respective properties or assets or the Offered Units, of which such counsel is aware; (s) the Offered Units are eligible investments under the statutes referred to in the Prospectuses under the heading “Eligibility for Investment”; (t) except such as have been made or obtained under the Securities Laws, no consent, approval, authorization or order of or filing, registration or qualification with any court, governmental agency or body or regulatory authority is required, for the execution, delivery and performance by the Trust or StarPoint Energy of each of this Agreement or the consummation by the Trust or StarPoint Energy of the transactions contemplated herein or therein; (u) the Trust has, as of the Closing Time, the full legal right, power and authority to issue the Offered Units to the Underwriters; (v) all necessary documents have been filed, all necessary proceedings have been taken and all other legal requirements have been fulfilled under the laws of Canada and each of the Qualifying Provinces in order to qualify the Distribution of the Offered Units in each of the Qualifying Provinces through investment dealers or brokers registered under applicable legislation of the Qualifying Provinces who have complied with the relevant provisions of such legislation; (w) subject to the qualifications set out therein, the statements in the Prospectus under the heading “Canadian Federal Income Tax Considerations” constitute a fair summary of the principal Canadian federal income tax consequences arising under the Tax Act to persons resident in Canada who hold Offered Units as capital property and who deal at arm’s length with the Trust and StarPoint Energy; and (x) with respect to those such other matters as the Underwriters or their counsel may reasonably request. 8.2 At the Closing Time, the Underwriters shall have received from their counsel (who may rely on the opinions of counsel to the Trust and StarPoint Energy and on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified Province of Alberta) such opinions with respect to practice, which counsel may rely as to matters of fact, on certificates the offering of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters Offered Units as the Underwriters may reasonably request relating require and are customary in transactions of this kind. 8.3 At the Closing Time, if requested, there shall be delivered to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, Underwriters a favourable legal opinion in form and substance acceptable satisfactory to the Underwriters, acting reasonably, including of Paul, Weiss, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, special United States counsel, to the effect that no registration under the United States Securities Act of 1933, as to: (a) amended, is required for the Company being a “reporting issuer”, or its equivalent, in each offer and sale of the Qualifying Jurisdictions Offered Units to the Underwriters and not in default under Canadian Securities Laws the initial resale by them of certain of such Offered Units in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario United States as contemplated herein and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement the procedures, agreements and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;representations contained herein.

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed On or prior to the Underwriters date that the Securities are first sold pursuant to the terms of this Agreement and their within three (3) Trading Days after each Representation Date (excluding Representation Dates with regard to the time the Company files its quarterly reports on Form 10-Q if and only if the Company has consummated an underwritten public offering of Common Stock (the “Prior Underwritten Offering”) within 30 days prior or subsequent to the filing of such quarterly report on Form 10-Q and customary legal opinions for an underwritten offering were delivered to the underwriters in connection with such Prior Underwritten Offering) with respect to which the Company is obligated to deliver certificates in the form attached hereto as Exhibits E-1 and E-2 for which no waiver is applicable, the Company shall cause to be furnished to Barclays written opinions of each of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and Xxxxxxx LLP, counsel to the Company and/or the Manager, as the case may be (“Blackstone Counsel”), or other counsel selected by the Company, in form and substance reasonably satisfactory to Barclays and its counsel, Dentons Canada LLP from Foglerdated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Xxxxxxxx X-0, X-0, X-0 and D-4 and (ii), unless waived by Barclays, a written opinion of Xxxx Xxxxxxxx LLP, counsel to the CompanyBarclays (“Counsel to Barclays”), or local other counsel with respect satisfactory to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the OfferingBarclays, in form and substance acceptable reasonably satisfactory to Barclays, dated the date that the opinion is required to be delivered; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Barclays with a letter (a “Reliance Letter”) to the Underwriterseffect that Barclays may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering their opinion as aforesaid, acting reasonablyCounsel to Barclays may rely upon an opinion, including dated the date such opinion is required to be delivered, of Xxxxxxx LLP, as to: (a) the Company being a “reporting issuer”to matters governed by Maryland law, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power such other counsel satisfactory to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;Barclays.

Legal Opinions. The On or prior to the Closing Date, there having been delivered to the Master Issuer, the Underwriters, the Note Trustee and the Issuer Security Trustee copies of the following, in form and substance satisfactory to the Lead Underwriters, the Note Trustee, the Issuer Security Trustee and the Rating Agencies, dated the Closing Date: (i) Opinions of Sidley Austin (UK) LLP, legal and tax advisers as to English law and legal counsel as to US federal securities law and New York law to NRPLC, addressed to NRPLC, the Mortgages Trustee, Funding 2, the Master Issuer, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (ii) A disclosure letter of Sidley Austin (UK) LLP, legal counsel as to US federal securities law to NRPLC, addressed to the Underwriters; (iii) An opinion of Sidley Austin LLP, tax counsel as to US federal income tax law, addressed to the Underwriters; (iv) An opinion of Mourant du Feu & Jeune, legal advisers as to Jersey law to the Mortgages Trustee, addressed to Funding 2, the Mortgages Trustee, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (v) An opinion of Tods Murray LLP, legal advisers as to Scots law to NRPXX, xxdressed to NRPLC, the Mortgages Trustee, Funding 2, the Master Issuer, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (vi) A disclosure letter of Allen & Overy LLP, legal advisers as to US federax xxxurities law to the Underwriters receiving at and the Time of Closing, favourable legal opinionsDealers, addressed to the Underwriters and their counselthe Dealers; and (vii) An opinion of in-house counsel for each Issuer Swap Provider, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel addressed to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary ProspectusIssuer, the Amended Preliminary ProspectusNote Trustee, the Final ProspectusIssuer Security Trustee, any Supplementary Material, this Underwriting Agreement NRPLC and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;.

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed to the Underwriters and their counselUnderwriters, Dentons Canada LLP from Fogler, Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx LLP, counsel to the CompanyCorporation, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company Corporation and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company Corporation being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company Corporation being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the CompanyCorporation; (d) the Company Corporation having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates Debenture Indenture and Compensation Option Certificates, the Offered Debentures and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered SecuritiesAdditional Debentures issuable upon exercise of the Over- Allotment Option; (e) all necessary corporate action having been taken by the Company Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material Material, in both the French and English languages, and the filing thereof with the Securities Commissions; (f) all necessary corporate action having been taken by the Unit Shares partially comprising Corporation to validly create and issue the Purchased Units Debentures and the Additional Debentures issuable upon exercise of the Over-Allotment Option have been taken, and the Purchased Debentures (or the Additional Debentures, as applicable) having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Sharesissued; (g) the Unit Common Shares partially comprising that may be issued on conversion or at maturity of the Additional Units Offered Debentures having been validly authorized, allotted and reserved for issuance by the Company and thatand, upon exercise in whole or in part of the Over- Allotment Option issuance in accordance with this Underwriting Agreement and upon payment of the purchase price thereforDebenture Indenture, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) all necessary corporate action having been taken by the Warrants partially comprising Corporation to authorize the execution and delivery of this Underwriting Agreement, the Debenture Indenture and the certificates representing the Offered Debentures and the performance of its obligations hereunder and thereunder, including the issuance and sale of the Purchased Units Debentures and the Additional Debentures issuable upon exercise of the Over- Allotment Option, and this Underwriting Agreement, the Debenture Indenture and the certificates representing the Offered Debentures having been duly executed and validly authorized delivered by the Corporation and thatconstituting legal, at the Time of Closing valid and upon payment binding obligations of the purchase price for Corporation, enforceable against the Purchased UnitsCorporation in accordance with their respective terms, such Warrants will subject to standard qualifications, including that specific performance and other equitable remedies may only be duly granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and validly createdwaiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (i) the Warrants issued pursuant to execution and delivery of this Underwriting Agreement, the exercise Debenture Indenture and the Offered Debentures, and the fulfilment of the Over-Allotment Option having been duly terms hereof and validly authorized thereof by the Corporation, including the issuance and that, sale of the Purchased Debentures and the Additional Debentures issuable upon exercise of the Over-Allotment Option Option, do not and will not (as the case may be) conflict with or result in whole a breach or in part in accordance with this Underwriting Agreement and upon payment violation of any of the purchase price thereforterms or provisions of, such Warrants will be duly or constitute a default under, whether after notice or lapse of time or both: (i) the provisions of the Business Corporations Act (Ontario); (ii) the constating documents and validly createdby-laws of the Corporation; or (iii) any resolutions of the shareholders or directors of the Corporation; (j) the Warrant Shares all necessary documents having been reserved filed, all requisite proceedings have been taken and authorized all approvals, permits, authorizations and allotted for issuance and upon payment therefor and the issue thereof upon exercise consents of the Warrants appropriate regulatory authority in accordance each of the Qualifying Jurisdictions having been obtained by the Corporation to qualify the distribution of Offered Debentures, through persons who are registered under applicable Canadian Securities Laws and who have complied with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Sharesrelevant provisions of applicable Canadian Securities Laws; (k) no public registration, recording or filing of the Compensation Options having Indenture in any of the Qualifying Jurisdictions being required to preserve the validity of the Offered Debentures in such jurisdictions; (l) the issuance of Common Shares by the Corporation upon the conversion of Offered Debentures in accordance with the terms of the Debenture Indenture from time to time to holders resident in the Qualifying Jurisdictions being exempt from the prospectus and registration requirements of the Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained by the Corporation under the Canadian Securities Laws in connection therewith (other than such as have been obtained); (m) the description of the terms and conditions of the Purchased Debentures, the Additional Debentures and the Common Shares in each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material being fair summaries of the terms and conditions of the Purchased Debentures, Additional Debentures and the Common Shares, respectively; (n) the certificates for the Offered Debentures in the form required by the Debenture Indenture and, when duly and validly authorized authenticated by the Debenture Trustee, in the manner contemplated in the Debenture Indenture and thatdelivered to and paid for by the purchasers thereof, or the issuance of the Offered Debentures via a non-certificated process, the Offered Debentures represented by the global certificates or issued via a non-certificated process shall be validly issued and entitled to the benefits provided in the Debenture Indenture; (o) the Purchased Debentures, the Additional Debentures and the Common Shares that may be issued on conversion, redemption or at maturity of the Time Offered Debentures having been conditionally approved for listing on the TSX; (p) the form and terms of Closing the definitive certificates representing the Offered Debentures, if applicable, and the Common Shares having been approved by the board of directors of the Corporation and complying in all material respects with applicable corporate law requirements and the rules and by-laws of the TSX; (q) CIBC Mellon Trust Company having been appointed as the registrar and transfer agent for the Common Shares and as the trustee for the Offered Debentures; (r) subject to the qualifications, assumptions, limitations and restrictions referred to in the section of the Final Prospectus entitled “Certain Canadian Federal Income Tax Considerations”, the statements made therein being an accurate summary of the principal Canadian federal income tax considerations generally applicable under the Tax Act to a holder who acquires, pursuant to the Final Prospectus, Offered Debentures and a holder who acquires Common Shares pursuant to a conversion, redemption or repayment at maturity of such Compensation Options will be duly Offered Debentures; (s) the statements set forth in the Final Prospectus under the caption “Eligibility for Investment” being true and validly created;correct.

Legal Opinions. The On or prior to the Closing Date, there having been delivered to the Master Issuer, the Underwriters, the Note Trustee and the Issuer Security Trustee copies of the following, in form and substance satisfactory to the Lead Underwriters, the Note Trustee, the Issuer Security Trustee and the Rating Agencies, dated the Closing Date: (i) Opinions of Sidley Austin, legal and tax advisers as to English law and legal counsel as to US federal securities law and New York law to NRPLC, addressed to NRPLC, the Mortgages Trustee, Funding 2, the Master Issuer, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (ii) A disclosure letter of Sidley Austin, legal counsel as to US federal securities law to NRPLC, addressed to the Underwriters; (iii) An opinion of Sidley Austin LLP, tax counsel as to US federal income tax law, addressed to the Underwriters; (iv) An opinion of Mourant du Feu & Jeune, legal advisers as to Jersey law to the Mortgages Trustee, addressed to Funding 2, the Mortgages Trustee, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (v) An opinion of Tods Xxxxxx LLP, legal advisers as to Scots law to NRPLC, addressed to NRPLC, the Mortgages Trustee, Funding 2, the Master Issuer, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (vi) A disclosure letter of Xxxxx & Overy LLP, legal advisers as to US federal securities law to the Underwriters receiving at and the Time of Closing, favourable legal opinionsDealers, addressed to the Underwriters and their counselthe Dealers; and (vii) An opinion of in-house counsel for each Issuer Swap Provider, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel addressed to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary ProspectusIssuer, the Amended Preliminary ProspectusNote Trustee, the Final ProspectusIssuer Security Trustee, any Supplementary Material, this Underwriting Agreement NRPLC and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;.

Legal Opinions. The On or prior to the Closing Date, there having been delivered to the Current Issuer, the Underwriters, the Note Trustee and the Security Trustee copies of opinions and disclosure letters, in form and substance satisfactory to the Lead Underwriters, the Note Trustee, the Security Trustee and the Rating Agencies, dated the Closing Date, of: (i) Sidley Austin Brown & Wood, legal and tax advisers as to Enxxxxx xxx xxd ax xx US law to NRPLC, the Mortgages Trustee, Funding and the Current Issuer, addressed to NRPLC, the Mortgages Trustee, Funding, the Current Issuer, the Underwriters, the Managers, the Note Trustee and the Security Trustee; (ii) Mourant du Feu & Jeune, legal advisers as to Jersey law to Funding and the Mortgages Trustee, addressed to Funding, the Mortgages Trustee, the Underwriters, the Managers, the Note Trustee and the Security Trustee; (iii) Tods Murray WS, legal and tax advisers as to Scots law to XXXXX, xhe Mortgages Trustee, Funding and the Current Issuer, addressed to NRPLC, the Mortgages Trustee, Funding, the Current Issuer, the Underwriters, the Managers, the Note Trustee and the Security Trustee; (iv) Allen & Overy LLP, legal advisers as to English law and as to XX law to the Underwriters receiving at and the Time of Closing, favourable legal opinionsManagers, addressed to the Underwriters and their counselthe Managers; (v) Dundas & Wilson, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel legal advisers as to Scots law to the CompanyUnderwxxxxxx and the Managers, or local counsel with respect addressed to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to:Managers; and (avi) the Company being a “reporting issuer”, or its equivalent, in Counsel for each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying JurisdictionsCurrency Rate Swap Providers; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;

Legal Opinions. The Underwriters receiving (1) On such date as CF&Co shall request, including, without limitation, on the date that a Registration Statement is declared effective, on the first Settlement Date hereunder, on each Filing Date, each time that a Registration Statement shall be amended or the Prospectus supplemented (other than a supplement filed pursuant to Rule 424(b) under the Securities Act that contains solely the information confirmed to the Company by CF&Co pursuant to Section 7(m) above) and within five (5) Business Days after the Company files an Annual Report on Form 20-F with the Commission, the Company shall furnish or cause to be furnished to CF&Co a written opinion of Sxxxxx & Kxxxxx LLP, United States counsel for the Company, or other counsel satisfactory to CF&Co, in form and substance satisfactory to CF&Co. Such opinion shall be rendered to CF&Co at the Time request of Closingthe Company and shall state so therein. Notwithstanding the foregoing, favourable legal opinionsin lieu of such opinion to be delivered within five (5) Business Days after the Company files an Annual Report on Form 20-F, addressed counsel may furnish CF&Co with a letter to the Underwriters effect that CF&Co may rely on a prior opinion delivered under this Section 7(o)(1) to the same extent as if it were dated the date of such letter. (2) On such date as CF&Co shall request, including, without limitation, on the date that a Registration Statement is declared effective, on the first Settlement Date hereunder, on each Filing Date, each time that a Registration Statement shall be amended or the Prospectus supplemented (other than a supplement filed pursuant to Rule 424(b) under the Securities Act that contains solely the information confirmed to the Company by CF&Co pursuant to Section 7(m) above) and their counselwithin five (5) Business Days after the Company files an Annual Report on Form 20-F with the Commission, Dentons Canada LLP from Fogler, Xxxxxxxx the Company shall furnish or cause to be furnished to CF&Co a written opinion of Sxxxxx & Kxxxxx LLP, Mxxxxxxx Islands counsel for the Company, or other counsel satisfactory to CF&Co, in form and substance satisfactory to CF&Co. Such opinion shall be rendered to CF&Co at the request of the Company and shall state so therein. Notwithstanding the foregoing, in lieu of such opinion to be delivered within five (5) Business Days after the Company files an Annual Report on Form 20-F, counsel may furnish CF&Co with a letter to the effect that CF&Co may rely on a prior opinion delivered under this Section 7(o)(2) to the same extent as if it were dated the date of such letter. (3) On such date as CF&Co shall request, including, without limitation, on the date that a Registration Statement is declared effective, on the first Settlement Date hereunder, on each Filing Date, each time that a Registration Statement shall be amended or the Prospectus supplemented (other than a supplement filed pursuant to Rule 424(b) under the Securities Act that contains solely the information confirmed to the Company by CF&Co pursuant to Section 7(m) above) and within five (5) Business Days after the Company files an Annual Report on Form 20-F with the Commission, the Company shall furnish or cause to be furnished to CF&Co a written opinion of S. & A. Xxxxxxxxxxxx & Co., Greek counsel to the Company, or local other counsel with respect satisfactory to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the OfferingCF&Co, in form and substance acceptable satisfactory to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power CF&Co. Such opinion shall be rendered to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, CF&Co at the Time request of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and thatshall state so therein. Notwithstanding the foregoing, upon exercise in whole lieu of such opinion to be delivered within five (5) Business Days after the Company files an Annual Report on Form 20-F, counsel may furnish CF&Co with a letter to the effect that CF&Co may rely on a prior opinion delivered under this Section 7(o)(3) to the same extent as if it were dated the date of such letter. (4) On such date as CF&Co shall request, including, without limitation, on the date that a Registration Statement is declared effective, on the first Settlement Date hereunder, on each Filing Date, each time that a Registration Statement shall be amended or the Prospectus supplemented (other than a supplement filed pursuant to Rule 424(b) under the Securities Act that contains solely the information confirmed to the Company by CF&Co pursuant to Section 7(m) above) and within five (5) Business Days after the Company files an Annual Report on Form 20-F with the Commission, the Company shall furnish or cause to be furnished to CF&Co a written opinion of Kxxxxxx, Kxxxxxx & Gxxxxxxxxxx, Cypriot counsel to the Company, or other counsel satisfactory to CF&Co, in part form and substance satisfactory to CF&Co. Such opinion shall be rendered to CF&Co at the request of the Over- Allotment Option Company and shall state so therein. Notwithstanding the foregoing, in accordance lieu of such opinion to be delivered within five (5) Business Days after the Company files an Annual Report on Form 20-F, counsel may furnish CF&Co with a letter to the effect that CF&Co may rely on a prior opinion delivered under this Underwriting Agreement Section 7(o)(4) to the same extent as if it were dated the date of such letter. (5) On such date as CF&Co shall request, including, without limitation, on the date that a Registration Statement is declared effective, on the first Settlement Date hereunder, on each Filing Date, each time that a Registration Statement shall be amended or the Prospectus supplemented (other than a supplement filed pursuant to Rule 424(b) under the Securities Act that contains solely the information confirmed to the Company by CF&Co pursuant to Section 7(m) above) and upon payment within five (5) Business Days after the Company files an Annual Report on Form 20-F with the Commission, the Company shall furnish or cause to be furnished to CF&Co a written opinion of Cefai & Associates, Maltese counsel to the Company, or other counsel satisfactory to CF&Co, in form and substance satisfactory to CF&Co. Such opinion shall be rendered to CF&Co at the request of the purchase price thereforCompany and shall state so therein. Notwithstanding the foregoing, in lieu of such Unit Shares will opinion to be duly and validly issued as fully paid and nondelivered within five (5) Business Days after the Company files an Annual Report on Form 20-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and thatF, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant counsel may furnish CF&Co with a letter to the exercise effect that CF&Co may rely on a prior opinion delivered under this Section 7(o)(5) to the same extent as if it were dated the date of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;letter.

Legal Opinions. The Underwriters receiving at Upon execution of this Agreement and (i) within three (3) Trading Days of each Representation Date with respect to which the Time Corporation is obligated to deliver a certificate in the form attached hereto as Exhibit A for which no waiver is applicable and (ii) concurrently with the delivery of Closing, favourable legal opinions, addressed a certificate pursuant to the Underwriters last sentence of Section 8(m), the Corporation will furnish or cause to be furnished to the Agent and their counselto counsel to the Agent, Dentons Canada LLP from Fogler, Xxxxxxxx (A) the written opinion of Bxxxxxx Xxxxx LLP, counsel to the CompanyCorporation, or local counsel with respect such opinion letter to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a be substantially similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectusform attached hereto as Exhibit B, dated the Amended Preliminary Prospectus, date the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offeringopinion is required to be delivered, in a form and substance acceptable satisfactory to the UnderwritersAgent and its counsel, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalentor, in each lieu of such opinions, counsel last furnishing such opinion to the Agent may furnish the Agent with a letter to the effect that the Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance) provided that instead of rendering opinions relating to the securities laws of the Qualifying Jurisdictions and not in default under Canadian Securities Laws other than British Columbia (the "Local Counsel Opinions"), the Corporation may engage one or more legal counsel in the Qualifying Jurisdictions; Jurisdictions other than British Columbia to provide the Local Counsel Opinions and provided further that Local Counsel Opinions shall only be required (bx) the Company being a corporation existing under the laws except in respect of the Province first Representation Date, for such other Qualifying Jurisdictions as the Agent shall request a Local Counsel Opinion for, acting reasonably; and (y) in respect of Ontario Representation Dates that relate to the filing of audited annual financial statements or interim financial statements, or in lieu of such opinions, counsel last furnishing such opinion to the Agent may furnish the Agent with a letter to the effect that the Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Prospectus as amended and having all requisite corporate power supplemented to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital time of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;letter authorizing reliance).

Legal Opinions. The Underwriters receiving at 9.1 At the Time of ClosingClosing Time, the Trust and StarPoint Energy shall have caused favourable legal opinions, addressed opinions dated the Closing Date to be delivered (in sufficient copies for each of the Underwriters and their counsel) to the Underwriters by their counsel, Dentons Canada Xxxxxx Xxxxxxx LLP from Fogler(who may rely, Xxxxxxxx LLPto the extent appropriate in the circumstances, on the opinions of local counsel (acceptable to them and to counsel for the Underwriters) as to the qualification of the Offered Securities for sale to the public in, and as to other matters governed by the laws of, jurisdictions other than the Province of Alberta and may rely, to the extent appropriate in the circumstances and solely as to matters of fact not independently established, on certificates or statutory declarations of officers of StarPoint Energy and of public and stock exchange officials) with respect to such matters as the Underwriters may reasonably request relating to the offering of the Offered Securities, the Trust and StarPoint Energy in form and substance acceptable to counsel to the CompanyUnderwriters, acting reasonably, including without limitation opinions substantially to the effect that: (a) the Trust has been properly created and is validly existing as a trust under the laws of the Province of Alberta having the Trustee as its trustee; (b) each of StarPoint Energy, ExchangeCo, StarPoint Partnership, Trend Energy and Subtrust has been duly incorporated, amalgamated or created and is validly existing under the laws of the Province of Alberta; (c) each of the Trust and the Trust Subsidiaries has the capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus and any Supplementary Material; (d) the Trust is a “reporting issuer” not in default of any requirement of the Securities Act (Alberta) and the regulations thereunder and has a similar status under the Securities Laws of each of the other Qualifying Provinces and is eligible to participate in NI 44-101 in each Qualifying Province; (e) the Trust is authorized to issue an unlimited number of Trust Units and the number of Trust Units issued and outstanding as fully paid and non-assessable as of the Closing Date; (f) StarPoint Energy is authorized to issue an unlimited number of common shares, an unlimited number of exchangeable shares, issuable in series, and an unlimited number of Exchangeable Shares, the number of common shares issued and outstanding as fully paid and non-assessable as of the Closing Date and that such shares are owned beneficially and of record by the Trust, and the number of exchangeable shares and Exchangeable Shares issued and outstanding as fully paid and non-assessable as of the Closing Date; (g) ExchangeCo is authorized to issue an unlimited number of common shares, the number of common shares issued and outstanding as fully paid and non-assessable as of the Closing Date and that such shares are owned beneficially and of record by the Trust; (h) Trend Energy is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, the number of common shares issued and outstanding as fully paid and non-assessable as of the Closing Date that such shares are owed beneficially and of record by StarPoint Energy, and the number of preferred shares issued and outstanding as fully paid and non-assessable as of the Closing Date; (i) StarPoint Partnership is a general partnership formed under the laws of the Province of Alberta, the partners of which are StarPoint Energy as to a 99% partnership interest and Trend Energy as to a 1% partnership interest; (j) Subtrust is authorized to issue an unlimited number of trust units, the number of units issued and outstanding as fully paid and non-assessable as of the Closing Date and that such units are owned beneficially and of record by the Trust; (k) the legal description of the Trust and its structure and the attributes and characteristics of the Offered Securities conform in all material respects with the descriptions thereof in the Prospectus and any Supplementary Material; (l) the forms of the definitive certificates representing the Offered Securities and the Trust Units has been duly approved and adopted and comply with all legal requirements (including all applicable requirements of the Exchange) relating thereto; (m) the Offered Securities and the Trust Units issuable pursuant to the terms thereof are conditionally listed and, upon notification to the Exchange of the issuance and sale thereof and fulfillment of the conditions of the Exchange, will be listed and posted for trading on the Exchange; (n) the Trustee has been duly appointed as the transfer agent and registrar for the Trust Units, the Exchangeable Shares, the Offered Receipts and the Offered Debentures; (o) the Offered Receipts and the Offered Debentures have been validly created, allotted and issued as fully-paid and non-assessable Subscription Receipts and Debentures, respectively, of the Trust; (p) the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon conversion of the Offered Debentures will, upon issuance in accordance with the terms of the Subscription Receipt Agreement, the Indenture and the Trust Indenture, as applicable, be issued as fully paid and non-assessable Trust Units of the Trust; (q) the Trust and StarPoint Energy have the necessary corporate or trust power and authority to execute and deliver the Prospectuses and any Supplementary Material and all necessary action has been taken by the Trust and StarPoint Energy to authorize the execution and delivery by it of the Prospectuses and any Supplementary Material and the filing thereof, as the case may be, in each of the Qualifying Provinces under Securities Laws; (r) each of the Trust and the Trust Subsidiaries has the necessary corporate or trust power and authority to execute and deliver this Agreement, the Subscription Receipt Agreement, the Indenture and the Material Agreements to which it is a party, and to perform its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and thereby and by the Prospectuses (including in the case of the Trust to sell the Offered Securities and issue the Trust Units pursuant to the terms thereof), all necessary action has been taken by the Trust and the Trust Subsidiaries to authorize the execution and delivery of this Agreement, the Subscription Receipt Agreement, the Indenture and the Material Agreements to which it is a party, and each of this Agreement, the Subscription Receipt Agreement, the Indenture and the Material Agreements has been duly authorized, executed and delivered by the Trust and the Trust Subsidiaries, as applicable, and is a legal, valid and binding obligation of each of them and enforceable in accordance with its terms (subject to reasonable opinion qualifications); (s) the execution and delivery of this Agreement, the Subscription Receipt Agreement and the Indenture by the Trust and StarPoint Energy, the fulfilment of the terms hereof and thereof by each of them, and the sale and delivery by the Trust at the Closing Time of the Offered Securities and subsequent issuance of Trust Units pursuant to the terms thereof do not and will not result in a breach of, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with (i) any applicable laws or any term or provision of the Trust Indenture, (ii) the articles, by-laws or constating documents of the Trust or StarPoint Energy, as applicable, (iii) any resolutions of the directors (or any committee thereof), Unitholders or shareholders of the Trust or StarPoint Energy, as applicable, (iv) any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Trust or StarPoint Energy is a party or by which it is bound, of which such counsel is aware, including, without limitation, the Material Agreements, or local (v) any judgment, order or decree of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Trust, StarPoint Energy or their respective properties or assets or the Offered Securities, of which such counsel is aware; (t) the Offered Securities and the Trust Units are eligible investments under the statutes referred to in the Prospectuses under the heading “Eligibility for Investment”; (u) except such as have been made or obtained under the Securities Laws, no consent, approval, authorization or order of or filing, registration or qualification with any court, governmental agency or body or regulatory authority is required, for the execution, delivery and performance by the Trust or StarPoint Energy of each of this Agreement, the Subscription Receipt Agreement or the Indenture or the consummation by the Trust or StarPoint Energy of the transactions contemplated herein or therein; (v) the Trust has, as of the Closing Time, the full legal right, power and authority to issue the Offered Securities and the Trust Units issuable pursuant to the terms thereof to the Underwriters; (w) all necessary documents have been filed, all necessary proceedings have been taken and all other legal requirements have been fulfilled under the laws of Canada and each of the Qualifying Provinces in order to qualify the Distribution of the Offered Securities in each of the Qualifying Provinces through investment dealers or brokers registered under applicable legislation of the Qualifying Provinces who have complied with the relevant provisions of such legislation; (x) subject to the qualifications set out therein, the statements in the Prospectus under the heading “Certain Canadian Federal Income Tax Considerations” constitute a fair summary of the principal Canadian federal income tax consequences arising under the Tax Act to persons resident in Canada who hold Offered Securities as capital property and who deal at arm’s length with the Trust and StarPoint Energy; (y) all laws of the Province of Québec relating to the use of the French language have been complied with in connection with the sale of the Offered Securities to purchasers in the Province of Québec; and (z) with respect to those such other matters as the Underwriters or their counsel may reasonably request. 9.2 At the Closing Time, the Underwriters shall have received from their counsel (who may rely on the opinions of counsel to the Trust and StarPoint Energy and on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified Province of Alberta) such opinions with respect to practice, which counsel may rely as to matters of fact, on certificates the offering of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters Offered Securities as the Underwriters may reasonably request relating require and are customary in transactions of this kind. 9.3 At the Closing Time, if requested, there shall be delivered to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, Underwriters a favourable legal opinion in form and substance acceptable satisfactory to the Underwriters, acting reasonably, including of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special United States counsel, to the effect that no registration under the United States Securities Act of 1933, as to: (a) amended, is required for the Company being a “reporting issuer”, or its equivalent, in each offer and sale of the Qualifying Jurisdictions Offered Securities to the Underwriters and not in default under Canadian the initial resale by them of certain of such Offered Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario United States as contemplated herein and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement the procedures, agreements and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;representations contained herein.

Legal Opinions. The Underwriters receiving at the Time of Closing, Closing favourable legal opinions, opinions addressed to the Underwriters and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company Company, public and stock exchange officials and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions in which Purchased Shares have been issued and sold and not in default under Canadian Securities Laws in the such Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario Canada Business Corporations Act and having all requisite corporate power and capacity to carry on its business as now conducted and conducted, to own, lease and operate its properties and assetsassets and to enter into this Underwriting Agreement and to perform its obligations hereunder; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power action having been taken by the Company to authorize the execution and capacity to execute and deliver delivery of this Underwriting Agreement, Agreement and the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform performance its obligations hereunder and thereunderas to the Underwriting Agreement having been duly authorized, including executed and delivered on behalf of the Company, and constituting a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to createindemnity, issue contribution and sell waiver, and the Offered Securitiesability to sever unenforceable terms, may be limited by applicable law; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Purchased Shares partially comprising the Purchased Units having been duly and validly authorized and thatfor issuance and, at the Time of Closing and upon payment of the purchase price for therefor, the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Sharesshares of the Company; (g) the Unit Additional Shares partially comprising issuable upon exercise of the Additional Units Over-Allotment Option having been reserved for issuance by the Company and thatand, upon exercise in whole or in part of the Over- Over-Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit the Additional Shares will be duly and validly issued as fully paid and non-non- assessable Common Sharesshares of the Company; (h) the Warrants partially comprising execution and delivery of this Underwriting Agreement and the Purchased Units having been duly performance by the Company of its obligations hereunder (including the issuance, sale and validly authorized and that, at the Time of Closing and upon payment delivery of the purchase price for Offered Shares) does not and will not (as the Purchased Unitscase may be) conflict with or result in a breach or violation of any of the terms or provisions of, such Warrants will be duly or constitute a default under, whether after notice or lapse of time or both: (i) the provisions of any law, statute, rule or regulation to which the Company is subject; or (ii) the constating documents and validly createdby-laws of the Company; (i) the Warrants issued pursuant to the exercise all necessary documents having been filed, all requisite proceedings have been taken and all approvals, permits, authorizations and consents of the Over-Allotment Option appropriate regulatory authority in each of the Qualifying Jurisdictions having been duly and validly authorized and that, upon exercise obtained by the Company to qualify the distribution of the Over-Allotment Option Offered Shares in whole or in part in accordance with this Underwriting Agreement and upon payment each of the purchase price therefor, such Warrants will be duly Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and validly createdwho have complied with the relevant provisions of applicable Canadian Securities Laws; (j) the Warrant Shares having been reserved statements set forth in the Final Prospectus under the heading “Eligibility for Investment” being true and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Sharescorrect; (k) the Compensation Options Offered Shares being conditionally approved for listing on the TSX (subject to the Standard Listing Conditions); (l) the form and terms of the definitive certificates representing the common shares complying in all material respects with applicable corporate law requirements and the rules and by-laws of the TSX; and (m) the Transfer Agent having been duly appointed as the transfer agent and validly authorized and that, at registrar for the Time common shares of Closing such Compensation Options will be duly and validly created;the Company.

Legal Opinions. The Underwriters receiving at the Time Collateral Agent shall have received, (i) a legal opinion of ClosingSkadden, favourable legal opinionsArps, addressed to the Underwriters and their counselSlate, Dentons Canada LLP from Fogler, Xxxxxxxx Meagher & Flom LLP, counsel to the CompanySeller and the Servicex, or local counsel xated the date hereof, with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates "true sale" for purposes of the officers bankruptcy code of the Company and other documentation standard for Additional Series Contracts from the Financing Originator to the Seller; (ii) a legal opinions opinion of Sommer & Barnard, PC, counsel to the Seller, to xxx xffexx xxxx the Issuer has a perfected first priority security interest in transactions the Additional Series Contracts (iii) a legal opinion of a similar natureSkadden, Arps, Slate, Meagher & Flom LLP to the effect that pursuant to Section 0-002 of the Delaware UCC, and as assuming that the Vendor has a valid and perfected security interest under applicable law in the related Equipment, no filing under Article 9 of the Delaware UCC is required to such other matters as continue the Underwriters may reasonably request relating perfected status of the security interest in any Equipment against creditors of and transferees from the Obligors; (iv) a letter of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Preliminary ProspectusSeller and txx Xxxxicex, xated the Amended Preliminary Prospectusdate hereof, to the Final Prospectuseffect that the Collateral Agent is entitled to rely on the legal opinion of such firm, any Supplementary Materialdated December 28, this Underwriting Agreement 1995, to the effect that a court would not order the substantive consolidation of the assets and liabilities of the OfferingSeller with those of Newcourt Credit Group USA Inc. as if dated and delivered on the date hereof; (v) a legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Seller and txx Xxxxicer, dated the date hereof, with respect to the tax matters set forth in Section 6.2(b)(viii) of the Agreement, in form and substance acceptable satisfactory to the UnderwritersIssuer Trustee, acting reasonably(vi) a legal opinion of Pryor, including as to: Cashman, Sherman & Flynn, counsel to the Issuer Trustee, xxxxx the xxxx hereof, (avii) a legal opinion of Day, Berry & Howard, counsel to the Company being Collateral Agent and Indxxxxxx Trustee, dated the date hereof, (viii) a “reporting issuer”legal opinion of John P. Stevenson, or its equivalentcounsel to the Servicer, dated xxx xxxx xxxxxf, substantially in the form set forth in Exhibit E hereto, and (ix) a legal opinion of Robert J. Hicks, counsel to Newcourt Financial XXX Xxx., xxxxx xxx date hereof, substantially in the form set forth in Exhibit F hereto and (y) each of the Qualifying Jurisdictions Issuer Trustee, the Collateral Agent and the Indenture Trustee shall have received a legal opinion of John P. Stevenson, counsel to the Servicer, dated xxx xxxx xxxxxf, to the effect that the modifications to the Agreement described in subsection 11.4 hereof shall not adversely affect in default under Canadian Securities Laws in any material respect the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws interests of any of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;Noteholders.

Legal Opinions. The On or prior to the Closing Date, there having been delivered to the Current Issuer, the Underwriters, the Note Trustee and the Security Trustee copies of opinions and disclosure letters, in form and substance satisfactory to the Lead Underwriters, the Note Trustee, the Security Trustee and the Rating Agencies, dated the Closing Date, of: (i) Sidley Xxxxxx Xxxxx & Xxxx, legal and tax advisers as to English law and as to US law to NRPLC, the Mortgages Trustee, Funding and the Current Issuer, addressed to NRPLC, the Mortgages Trustee, Funding, the Current Issuer, the Underwriters, the Managers, the Note Trustee and the Security Trustee; (ii) Mourant du Feu & Jeune, legal advisers as to Jersey law to Funding and the Mortgages Trustee, addressed to Funding, the Mortgages Trustee, the Underwriters, the Managers, the Note Trustee and the Security Trustee; (iii) Tods Xxxxxx XX, legal and tax advisers as to Scots law to NRPLC, the Mortgages Trustee, Funding and the Current Issuer, addressed to NRPLC, the Mortgages Trustee, Funding, the Current Issuer, the Underwriters, the Managers, the Note Trustee and the Security Trustee; (iv) Xxxxx & Xxxxx LLP, legal advisers as to English law and as to US law to the Underwriters receiving at and the Time of Closing, favourable legal opinionsManagers, addressed to the Underwriters and their counselthe Managers; (v) Dundas & Xxxxxx, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel legal advisers as to Scots law to the CompanyUnderwriters and the Managers, or local counsel with respect addressed to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to:Managers; and (avi) the Company being a “reporting issuer”, or its equivalent, in Counsel for each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying JurisdictionsCurrency Rate Swap Providers; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;

Legal Opinions. The Underwriters receiving at On the Time of Closingdate hereof and, favourable if required by any applicable Terms Agreement, on the Settlement Date with respect to such Terms Agreement, the Agents shall have received the following legal opinions, addressed dated as of the date hereof or such Settlement Date, as the case may be, in form and substance satisfactory to the Underwriters Agents: (1) Opinion of Counsel to the Company and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx the Guarantor. The opinion of Sullivan & Cromwell LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar naturethe Guarxxxxx, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as toxo txx xxxxxt that: (ai) the The Company being a “reporting issuer”, or its equivalent, has been duly incorporated and is an existing corporation in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing good standing under the laws of the Province State of Ontario and having all requisite Delaware. (ii) The Company has the corporate power to carry on its business as now conducted and authority to own, lease and operate its properties and assets;to conduct its business as described in the Registration Statement. (ciii) The Guarantor is duly registered as a bank holding company under the Bank Holding Company Act. (iv) The Indenture has been duly authorized, executed and delivered by the Company and the Guarantor and duly qualified under the Trust Indenture Act of 1939 and constitutes a valid and legally binding obligation of the Company and the Guarantor enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (v) The series of Notes has been duly authorized and issued established in conformity with the Indenture and, when the terms of a particular Note and outstanding share capital of the Company; (d) the Company having all necessary corporate power its issuance and capacity to execute sale have been duly authorized and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) established by all necessary corporate action having in conformity with the Indenture and such Note has been taken duly prepared, executed, authenticated and issued in accordance with the Indenture and delivered against payment in accordance with this Agreement, such Note will constitute a valid and legally binding obligation of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (vi) The issuance of the Guarantees has been duly authorized, the Guarantees have been established in conformity with the Indenture and, when the terms of a particular Note and of its issuance and sale have been duly authorized and established by all necessary corporate action in conformity with the Indenture, such Note has been duly prepared, executed, authenticated and issued in accordance with the Indenture and delivered against payment in accordance with this Agreement and the Guarantee endorsed on such Note has been duly executed in accordance with the Indenture, such Guarantee will constitute a valid and legally binding obligation of the Guarantor enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (vii) All regulatory consents, authorizations, approvals and filings required to be obtained or made by the Company or the Guarantor on or prior to the date hereof or such Settlement Date, as the case may be, under the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware for the issuance, sale and delivery of the Notes by the Company to authorize or through the execution and delivery of each of the Preliminary ProspectusAgents in accordance with this Agreement have been obtained or made; provided, the Amended Preliminary Prospectushowever, the Final Prospectus and any Supplementary Material and the filing thereof that such counsel need express no opinion with the Securities Commissions;respect to state securities laws. (fviii) the Unit Shares partially comprising the Purchased Units having This Agreement and, if applicable, such Terms Agreement have each been duly authorized, executed and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance delivered by the Company and that, upon exercise in whole or in part the Guarantor. (ix) The execution and delivery by the Company and the Guarantor of the Over- Allotment Option Indenture and this Agreement and, if applicable, such Terms Agreement do not, and the preparation, execution and issuance of each particular Note and Guarantee in accordance with the Indenture, the sale by the Company of such Note in accordance with this Underwriting Agreement and, if applicable, such Terms Agreement and upon payment the performance by the Company and the Guarantor of their respective obligations under the Indenture, this Agreement and, if applicable, such Terms Agreement, the Notes and the Guarantees will not (a) violate the certificate of incorporation or by-laws of the purchase price thereforCompany, in each case as in effect at the date of such opinion, (b) violate any existing Federal law of the United States applicable to the Company or the Guarantor or (c) violate the existing General Corporation Law of the State of Delaware; provided, however, that, for the purposes of this paragraph (ix), such Unit Shares will be duly counsel need express no opinion with respect to the Federal or state securities laws, other antifraud laws, fraudulent transfer laws, the Employee Retirement Income Security Act of 1974 and validly issued related laws, and laws that restrict transactions between United States persons and citizens or residents of certain foreign countries or specially designated nationals and organizations; provided, further, that insofar as fully paid performance by the Company and non-assessable Common Shares;the Guarantor of their respective obligations under the Indenture, this Agreement and, if applicable, such Terms Agreement, the Notes and the Guarantees is concerned, such counsel need express no opinion as to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights. (hx) The Registration Statement is effective under the Warrants partially comprising 1933 Act and, to the Purchased Units having best of such counsel's knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been duly issued under the 1933 Act and validly authorized (b) no proceedings therefor have been initiated or threatened by the SEC. (xi) As counsel for the Company and the Guarantor, such counsel reviewed the Registration Statement and the Prospectus, and any amendment or supplement thereto, participated in discussions with the Agents' representatives and those of the Company and the Guarantor and their independent accountants, and advised the Company and the Guarantor as to the requirements of the 1933 Act and the applicable 1933 Act Regulations, and on the basis of the information that such counsel gained in the course of the performance of the services referred to above, considered in the light of their understanding of the applicable law (including the requirements of Form S-3 and the character of the prospectus contemplated thereby) and the experience they have gained through their practice under the 1933 Act, they confirm to the Agents that, at the Time of Closing and upon payment in their opinion, each part of the purchase price Registration Statement, when such part became effective, and the Prospectus, as of the date of the prospectus supplement or, if applicable, the pricing supplement forming a part thereof, appeared on their face to be appropriately responsive, in all material respects relevant to the offering of the Notes, to the requirements of the 1933 Act, the 1939 Act and the applicable rules and regulations of the SEC thereunder, and nothing has come to their attention in the course of such review that has caused them to believe that, insofar as relevant to the offering of the Notes, any part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that, insofar as relevant to the offering of the Notes, the Prospectus, as of the date of the prospectus supplement or, if applicable, the pricing supplement forming a part thereof, or, if applicable, the applicable Settlement Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may say that the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that they do not assume any responsibility for the Purchased Unitsaccuracy, such Warrants will be duly and validly created; completeness or fairness of the statements contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, except (i) for those made under the Warrants issued captions "Description of Debt Securities We May Offer" and "Plan of Distribution" in the Prospectus, under the captions "Description of Notes We May Offer" and "Supplemental Plan of Distribution" in the prospectus supplement forming a part of the Prospectus and under the captions "Description of the Notes" and "Underwriting," or similar or comparable captions, in any pricing supplement forming a part of the Prospectus, insofar as they relate to provisions therein described, of the Notes, the Guarantees, the Indenture and this Agreement and, if applicable, such Terms Agreement and (ii) the accuracy of the descriptions of the Federal laws of the United States contained in the prospectus supplement forming a part of the Prospectus under the caption "United States Taxation," and that they do not express any opinion or belief as to the financial statements or other financial data contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or as to the statement of the eligibility of the Trustee under the Indenture. Such counsel may also say that their letter is furnished to the Agents by them as counsel for the Company and the Guarantor and is solely for the benefit of the Agents. Such counsel may base their opinions, as to certain matters, on certificates of officers of the Company and the Guarantor and may rely as to all matters relating to the laws of the Commonwealth of Puerto Rico upon the opinion of Brunilda Santos de Alvarez, Esq., delivered pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (jSection 5(a)(0) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;xxxxxx.

Legal Opinions. The Underwriters receiving at the Time of Closing, Closing favourable legal opinions, opinions addressed to the Underwriters and their counselfrom Xxxxxxx, Dentons Canada LLP from Fogler, Xxxxxxxx Xxxxx & Xxxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company Company, public and stock exchange officials and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as towith respect to the following matters: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not included in default under Canadian a list of defaulting reporting issuers maintained by the Securities Laws Commissions in the such Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario Business Corporations Act (British Columbia) and having all requisite corporate power and capacity to carry on its business as now conducted and business, to own, lease and operate its properties and assetsassets and to enter into this Underwriting Agreement and to perform its obligations hereunder; (c) the Company has all necessary corporate power and capacity to (i) execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Warrant certificates, as applicable, (ii) to create, issue and sell the Shares and Warrants comprising the Offered Units, (iii) to create and issue the Compensation Warrants, and (iv) to grant the Over-Allotment Option (d) the authorized and issued and outstanding share capital of the Company; (de) the Company having all necessary corporate power action has been taken by the Company to authorize the execution and capacity to execute and deliver delivery of this Underwriting Agreement, Agreement and the Warrant Indenture, any Warrant Certificates and Compensation Option Certificatesas applicable, and to perform the performance of its obligations hereunder under this Underwriting Agreement and thereunderthe Warrant Indenture, including to createeach of this Underwriting Agreement and the Warrant Indenture have been duly executed and delivered by the Company and constitute legal, issue valid and sell binding obligations of the Offered SecuritiesCompany enforceable against it in accordance with its terms; (ef) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (fg) the execution and delivery of this Underwriting Agreement and the Warrant Indenture by the Company and the performance by the Company of its obligations hereunder (including the issuance, sale and delivery of the Shares and Warrants comprising the Offered Units, the grant of the Over-Allotment Option, and the issuance and delivery of the Compensation Warrants as applicable) do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both: (i) the provisions of any law, statute, rule or regulation to which the Company is subject; or (ii) the articles and notice of articles of the Company; (h) the Unit Shares partially comprising the Purchased Units having have been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) Shares in the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part capital of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly createdCompany; (i) the Unit Warrants have been validly created and issued pursuant to the exercise as warrants of the Over-Allotment Company; (j) the Option having Warrants have been duly validly created and validly authorized reserved for issuance and thatwill, upon exercise of the Over-Allotment Option in whole or in part and payment of the consideration therefor in accordance with this Underwriting Agreement Agreement, be issued as warrants of the Company; (k) the Option Shares have been duly and validly authorized, allotted and reserved for issuance and upon exercise of the Over-Allotment Option and payment of the purchase price thereforconsideration therefor in accordance with this Underwriting Agreement, such Warrants the Option Shares will be duly validly issued as fully paid and validly creatednon- assessable Shares in the capital of the Company; (jl) the Warrant Shares having and the Option Warrant Shares have been duly and validly authorized, allotted and reserved and authorized and allotted for issuance issuance, and upon payment therefor and the issue thereof upon due exercise of the Unit Warrants or the Over-Allotment Warrants, as applicable, in accordance with their respective terms and the Warrant Indenture, the Warrant Shares and the Option Warrant Shares will be validly issued as fully paid and non- assessable Shares in the capital of the Company; (m) the Compensation Warrants have been validly created and issued as warrants of the Company; (n) the Compensation Warrant Shares have been duly and validly authorized, allotted and reserved for issuance, and upon due exercise of the Compensation Warrants in accordance with their termsthe terms of the Compensation Warrants, the Compensation Warrant Shares will be validly issued as fully paid and non-assessable Common SharesShares in the capital of the Company; (ko) all necessary documents having been filed, all requisite proceedings having been taken and all approvals, permits, authorizations and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions having been obtained by the Company to qualify the distribution of the Offered Units in each of the Qualifying Jurisdictions in compliance with the relevant provisions of applicable Canadian Securities Laws; (p) subject to the qualifications and assumptions set out therein, the statements set forth in the Prospectus Supplement under the heading “Eligibility for Investment” insofar as they purport to describe the provisions of the laws referred to therein are accurate summaries of the matters discussed therein; (q) the Compensation Options Warrant Agent having been duly appointed as the warrant agent and validly authorized registrar for the Warrants; and (r) the Transfer Agent having been duly appointed as the transfer agent and that, at registrar for the Time of Closing such Compensation Options will be duly and validly createdShares;

Legal Opinions. The Underwriters receiving at (a) At the Closing Time of Closingand the Over-Allotment Option Closing Time, if applicable, the Corporation shall have caused favourable legal opinionsopinions dated the Closing Date and the Over-Allotment Option Closing Date, addressed if applicable, to be delivered (in sufficient copies for each of the Underwriters and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel ) to the CompanyUnderwriters by the Corporation’s counsel (who may rely, to the extent appropriate in the circumstances, on the opinions of local or local other counsel with respect (acceptable to those them and to counsel for the Underwriters) as to the qualification of the Firm Debentures and Additional Debentures, as applicable, for sale to the public in, and as to other matters governed by the laws of of, jurisdictions other than the jurisdictions Province of Alberta and may rely, to the extent appropriate in which it is qualified to practice, which counsel may rely the circumstances and solely as to matters of factfact not independently established, on certificates or statutory declarations of the officers of the Company Corporation and other documentation standard for legal opinions in transactions of a similar nature, public and as stock exchange officials) with respect to such other matters as the Underwriters may reasonably request relating to the Preliminary ProspectusOffering of the Firm Debentures and Additional Debentures, as applicable, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement Corporation and the Offering, its Subsidiaries in form and substance acceptable to counsel to the Underwriters, acting reasonably, including as towithout limitation opinions substantially to the effect that: (ai) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions Corporation and not in default under Canadian Securities Laws in its Material Subsidiaries has been duly incorporated, amalgamated or formed, as the Qualifying Jurisdictions; (b) the Company being a corporation existing case may be, and is validly subsisting under the laws of the Province jurisdiction of Ontario its incorporation, amalgamation or formation, as the case may be, and having has all requisite corporate or partnership capacity, power and authority to carry on its business as now conducted by it and to own, lease and operate own its properties and assets; (cii) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary Corporation has full corporate power and capacity authority to execute enter into this Agreement and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, Debenture Indenture and to perform its obligations hereunder set out herein and thereundertherein, including to create, issue the issuance and sell sale of the Offered Securities, and this Agreement and the Debenture Indenture and the Offered Securities have been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms subject to laws affecting the enforceability of agreements and other enforceability qualifications; (eiii) all necessary corporate action having been taken by the Company to authorize the (x) execution and delivery of this Agreement and the Debenture Indenture, and the fulfillment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of this Agreement and the Debenture Indenture by the Corporation, and (y) the issuance and sale of the Offered Securities and the fulfillment of the terms thereof by the Corporation, does not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default: (A) under any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein; (B) under any term or provision of the articles, by-laws or other constating documents, as applicable, of the Corporation or any of its Material Subsidiaries, or, of which Corporation’s counsel is aware, any resolutions of the shareholders or partners, as applicable, or directors (or any committee thereof) of the Corporation or any of its Material Subsidiaries; (C) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation or any of its Subsidiaries is a party or by which it is bound; or (D) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over the Corporation or any of its Subsidiaries or their respective properties or assets; (iv) the Corporation is a “reporting issuer” not in default of any requirement of the Securities Act (British Columbia) and the regulations thereunder and has a similar status under the Securities Laws of each of the Preliminary Prospectusother Qualifying Provinces and is eligible to participate in NI 44-101 in each Qualifying Province; (v) the Corporation is authorized to issue an unlimited number of Common Shares; (vi) the Corporation and the attributes and characteristics of the Offered Securities, Common Shares, Debenture Indenture and the Amended Preliminary Prospectus, Over-Allotment Option conform in all material respects with the Final descriptions thereof in the Prospectus and any Supplementary Material and the filing thereof with the Securities CommissionsMaterial; (fvii) the Unit Offered Securities are conditionally accepted for listing and, upon notification to the TSX of the issuance thereof and fulfillment of the Standard Listing Conditions of the TSX, will be listed and posted for trading on the TSX, as provided herein; (viii) the Underlying Shares partially comprising are conditionally accepted for listing and, upon notification to the Purchased Units having Exchanges of the issuance thereof and fulfillment of the Standard Listing Conditions of the Exchanges, will be listed and posted for trading on the Exchanges, as provided herein; (ix) CIBC Mellon Trust Company has been duly appointed as the transfer agent and registrar for the Common Shares (including the Underlying Shares) and has been appointed trustee and transfer agent and registrar for the Offered Securities under the Debenture Indenture; (x) (i) the Firm Debentures have been duly and validly authorized created and thatissued as fully paid securities of the Corporation; (ii) the Additional Debentures have been duly and validly created and will, at upon exercise of the Time of Closing Over-Allotment Option and upon payment of the purchase price for such Additional Debentures, be validly issued as fully paid securities of the Purchased Units, such Unit Shares will be Corporation; and (iii) the Over-Allotment Option has been duly and validly created and authorized; (xi) the form of the definitive certificate representing the Offered Securities has been duly approved and adopted by the Corporation and complies in all material respects with the Debenture Indenture; (xii) the form of the definitive certificate representing the Common Shares has been approved and adopted by the Corporation; (xiii) the Debenture Indenture and the issuance of Offered Securities thereunder are subject to and comply with the YBCA and no registration, filing or recording of the Debenture Indenture under the laws of the Province of British Columbia is necessary in order to preserve or protect the validity or enforceability of the Debenture Indenture or Offered Securities issued thereunder; (xiv) the Underlying Shares issuable upon conversion, redemption or maturity of the Offered Securities will, upon issuance in accordance with the terms of the Debenture Indenture and the constating documents of the Corporation, be issued as fully paid and non-assessable Common Shares; (gxv) the Unit Shares partially comprising Corporation has the Additional Units having necessary corporate power and authority to execute and deliver the Prospectuses and any Supplementary Material and all necessary action has been reserved for issuance taken by the Company Corporation to authorize the execution and that, upon exercise in whole or in part delivery by it of the Over- Allotment Option Prospectuses and any Supplementary Material and the filing thereof, as the case may be, in each of the Qualifying Provinces under Canadian Securities Laws; (xvi) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled under the Canadian Securities Laws of each of the Qualifying Provinces in order to qualify the distribution of the Offered Securities in each of the Qualifying Provinces through investment dealers or brokers registered under applicable legislation of the Qualifying Provinces who have complied with the relevant provisions of such legislation; (xvii) the issuance of the Underlying Shares by the Corporation on conversion, redemption or maturity of the Offered Securities to holders of the Offered Securities in accordance with this Underwriting Agreement the Debenture Indenture is exempt from the prospectus and upon payment registration requirements of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common SharesCanadian Securities Laws; (hxviii) the Warrants partially comprising first trade in the Purchased Units having been duly Underlying Shares acquired upon conversion, redemption or maturity of the Offered Securities will not be subject to the prospectus requirements of Canadian Securities Laws and validly authorized no prospectus or other document is required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations of regulatory authorities are required to be obtained under the Canadian Securities Laws to permit the first trade of such securities by the holder thereof through registrants or dealers registered under the Canadian Securities Laws of such Qualifying Provinces who have complied with such laws, or in circumstances in which there is an exemption from the registration requirements under the Canadian Securities Laws of such provinces, provided that, : (A) the trade is not a “control distribution” (as defined in National Instrument 45-102); and (B) the Corporation is a reporting issuer at the Time of Closing and upon payment time of the purchase price for the Purchased Units, such Warrants will be duly and validly createdtrade; (ixix) the Warrants issued pursuant subject to the exercise qualifications and assumptions set out therein, the statements in the Prospectus under the heading “Canadian Federal Income Tax Considerations” constitute a fair summary of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of principal Canadian federal income tax consequences arising under the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of Tax Act to persons referred to therein who will hold the purchase price therefor, such Warrants will be duly and validly createdOffered Securities; (jxx) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor Firm Debentures and the issue thereof upon exercise of Additional Debentures are eligible investments as set out under the Warrants heading “Eligibility for Investment” in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;Prospectuses.

Legal Opinions. The On or prior to the Closing Date, there having been delivered to the Master Issuer, the Underwriters, the Note Trustee and the Issuer Security Trustee copies of the following, in form and substance satisfactory to the Underwriters, the Note Trustee, the Issuer Security Trustee and the Rating Agencies, dated the Closing Date: (i) Opinions of Sidley Austin (UK) LLP, legal and tax advisers as to English law and legal counsel as to US federal securities law and New York law to NRPLC, addressed to NRPLC, the Mortgages Trustee, Funding 2, the Master Issuer, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (ii) A disclosure letter of Sidley Austin (UK) LLP, legal counsel as to US federal securities law to NRPLC, addressed to the Underwriters; (iii) An opinion of Sidley Austin LLP, tax counsel as to US federal income tax law, addressed to the Underwriters; (iv) An opinion of Mourant du Feu & Jeune, legal advisers as to Jersey law to the Mortgages Trustee, addressed to Funding 2, the Mortgages Trustee, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (v) An opinion of Tods Murray LLP, legal advisers as to Scots law to NRPLX, xxxressed to NRPLC, the Mortgages Trustee, Funding 2, the Master Issuer, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (vi) A disclosure letter of Allen & Overy LLP, legal advisers as to US federal xxxxrities law to the Underwriters receiving at and the Time of Closing, favourable legal opinionsDealers, addressed to the Underwriters and their counselthe Dealers; and (vii) An opinion of in-house counsel for each Issuer Swap Provider, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel addressed to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary ProspectusIssuer, the Amended Preliminary ProspectusNote Trustee, the Final ProspectusIssuer Security Trustee, any Supplementary Material, this Underwriting Agreement NRPLC and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;.

Legal Opinions. The On or prior to the Closing Date, there having been delivered to the Master Issuer, the Underwriters, the Note Trustee and the Issuer Security Trustee copies of the following, in form and substance satisfactory to the Lead Underwriters, the Note Trustee, the Issuer Security Trustee and the Rating Agencies, dated the Closing Date: (i) Opinions of Sidley Austin, legal and tax advisers as to English law and legal counsel as to US federal securities law and New York law to NRPLC, addressed to NRPLC, the Mortgages Trustee, Funding 2, the Master Issuer, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (ii) A disclosure letter of Sidley Austin, legal counsel as to US federal securities law to NRPLC, addressed to the Underwriters; (iii) An opinion of Sidley Austin LLP, tax counsel as to US federal income tax law, addressed to the Underwriters; (iv) An opinion of Mourant du Feu & Jeune, legal advisers as to Jersey law to the Mortgages Trustee, addressed to Funding 2, the Mortgages Trustee, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (v) An opinion of Tods Murray LLP, legal advisers as to Sxxxx law to NRPLC, addressed to NRPLC, the Mortgages Trustee, Funding 2, the Master Issuer, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (vi) A disclosure letter of Allen & Overy LLP, legal advisers xx to US federal securities law to the Underwriters receiving at and the Time of Closing, favourable legal opinionsDealers, addressed to the Underwriters and their counselthe Dealers; and (vii) An opinion of in-house counsel for each Issuer Swap Provider, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel addressed to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary ProspectusIssuer, the Amended Preliminary ProspectusNote Trustee, the Final ProspectusIssuer Security Trustee, any Supplementary Material, this Underwriting Agreement NRPLC and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;.

Legal Opinions. The Underwriters receiving at 8.1 At the Time of ClosingClosing Time, the Trust, the Manager and the Corporation shall have caused favourable legal opinions, addressed opinions dated the Closing Date to be delivered (in sufficient copies for each of the Underwriters and their counsel) to the Underwriters by their counsel, Dentons Canada Bxxxxxx Xxxxx LLP from Fogler(who may rely, Xxxxxxxx to the extent appropriate in the circumstances, on the opinions of local counsel (acceptable to them and to Fraser Mxxxxx Casgrain, LLP, counsel to the CompanyUnderwriters) as to the qualification of the Offered Units for sale to the public in, or local counsel with respect and as to those other matters governed by the laws of of, jurisdictions other than the jurisdictions Provinces of Alberta, Saskatchewan and Ontario and may rely, to the extent appropriate in which it is qualified to practice, which counsel may rely the circumstances and solely as to matters of factfact not independently established, on certificates or statutory declarations of the officers of the Company and other documentation standard for legal opinions in transactions of a similar natureManager, the Corporation or the Trustee, and as of public and stock exchange officials) with respect to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectusoffering of the Offered Units, the Amended Preliminary ProspectusTrust, the Final Prospectus, any Supplementary Material, this Underwriting Agreement Manager and the Offering, Corporation in form and substance acceptable to counsel to the Underwriters, acting reasonably, including as towithout limitation opinions substantially to the effect that: (a) the Company being Trust is validly existing as a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing trust under the laws of the Province of Ontario Alberta having the Trustee as its trustee; (b) the Corporation is a corporation duly incorporated and having all requisite corporate power to carry on validly subsisting under the laws of the Province of Alberta, the jurisdiction of its business as now conducted and to own, lease and operate its properties and assetsincorporation; (c) the authorized Manager is a corporation duly incorporated and issued and outstanding share capital validly subsisting under the laws of Canada, the Companyjurisdiction of its incorporation; (d) each of the Company having all necessary corporate Trust and the Corporation has the capacity and power to own and capacity to execute lease its properties and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, assets and to perform conduct its obligations hereunder business as described in the Prospectus and thereunder, including to create, issue and sell the Offered Securities; any Supplementary Material; (e) all necessary corporate action having been taken by the Company to authorize Trust is a “reporting issuer” not in default of any requirement of the execution Securities Act (Alberta) and delivery the regulations thereunder, has a similar status under the Securities Laws of each of the Preliminary Prospectus, other Qualifying Provinces and is eligible to participate in the Amended Preliminary Prospectus, the Final Short Form Prospectus and any Supplementary Material and the filing thereof with the Securities CommissionsSystem in each Qualifying Province; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed to the Underwriters Administrative Agent and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offeringeach Lender has received, in form and reasonably substance acceptable satisfactory to it, the Underwriters, acting reasonably, including as to: following legal opinions (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions case, with customary qualifications and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created;limitations): (i) a legal memorandum from counsel to Borrower, opining that (A) the Warrants Borrower is not a “covered fund” within the meaning of the final regulations issued pursuant December 10, 2013, implementing Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, commonly known as the “Xxxxxxx Rule;” and (B) the Borrower is not, and immediately after giving effect to the exercise transactions completed on the Closing Date hereunder will not be, required to register as an “investment company” within the meaning of the Over-Allotment Option having been duly Investment Company Act, as amended (the “1940 Act”). (ii) a legal opinion from counsel to the Borrower and validly authorized Seller, opining that each of (i) the backup security interest in the Purchased Participations and thatother Purchased Assets granted by the Seller to the Borrower under the Master Participation Agreement, upon exercise and (ii) the security interest in the Purchased Participations, Purchased Assets, Collection Account and other Collateral granted by the Borrower to the Administrative Agent, for the benefit of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement Secured Parties, is valid and upon payment of perfected under the purchase price therefor, such Warrants will be duly and validly createdapplicable UCC; (jiii) a legal opinion from counsel to the Warrant Shares having been reserved Borrower and authorized Seller, opining (A) that the Master Purchase Agreement and allotted for the issuance and upon payment therefor conveyance of each Purchased Participation thereunder to the Borrower constitutes a true sale or other absolute transfer from the Seller to the Borrower and the issue thereof upon exercise interests in the Receivables evidenced by the Purchased Participations issued and conveyed thereunder will not be subject to the bankruptcy estate of the Warrants Seller, and (B) in accordance the event of bankruptcy of the Seller or GreenSky, respectively, Borrower will not be substantively consolidated with their termsSeller or GreenSky, respectively; (iv) legal opinions from counsel to the Warrant Shares will be validly issued as fully paid Borrower, Seller, and non-assessable Common Shares; (k) Servicer, and Administrative Agent, reasonably satisfactory to the Compensation Options having been duly and validly authorized and thatAdministrative Agent, at the Time of Closing such Compensation Options will be duly and validly created;with

Legal Opinions. The Underwriters Agent receiving at the Time of ClosingClosing on the Closing Date, in form and substance satisfactory to the Agent, favourable legal opinionsopinions from the Company’s Canadian counsel or U.S. counsel, addressed as appropriate, who may provide to the Underwriters and their counselAgent opinions of local counsel reasonably acceptable to Agent’s Counsel, Dentons Canada LLP from Fogleracting reasonably, Xxxxxxxx LLP, counsel as to the Company, or local counsel with respect qualification of the Offered Securities for sale to those the public and as to other matters governed by the laws of jurisdictions in Canada other than the jurisdictions provinces in which it is they are qualified to practice, which counsel or as to other matters governed by the laws of jurisdictions in the United States and may rely as to matters of fact, fact on certificates of the officers officers, public and exchange officials or of the Company and other documentation standard for legal opinions in transactions auditor or transfer agent of a similar naturethe Company, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as toeffect set forth below: (a) the execution, delivery and performance of this Agreement and the Warrant Indenture have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement and the Warrant Indenture have been duly authorized, executed and delivered by the Company being and constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity or contribution and such other qualifications as are customary); (b) the authorization, execution and delivery by the Company of this Agreement and the Warrant Indenture, the performance by the Company of its obligations under this Agreement and the Warrant Indenture, and the issue, sale and delivery of the Offered Securities (and subsequently the Over-Allotment Units, if issued), and the Warrant Shares to the Purchasers as contemplated herein, do not constitute or result in a “reporting issuer”breach of or a default under, and do not create a state of facts which, after notice or its equivalentlapse of time or both, constitute or result in a breach of, and do not conflict with, any provisions of: (i) the Constating Documents of the Company; (ii) to the knowledge of Company’s Counsel, any resolution of the directors (or a committee thereof) or the shareholders of the Company; or (iii) any applicable Laws of general application having force in the Province of Ontario or Canadian Securities Laws having force in the Province of Ontario; (c) the Company has the necessary corporate power and capacity to authorize and execute each of the Prospectuses and all necessary action has been taken by the Company to authorize the execution by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Jurisdictions Jurisdictions; (d) all documents required to be filed by the Company and not in default all proceedings required to be taken by the Company under Canadian Securities Laws have been filed and taken in order to qualify the distribution of the Offered Securities in each of the Qualifying Jurisdictions through investment dealers or brokers duly registered in the Qualifying Jurisdictionsappropriate category under the applicable Laws thereof who have complied with the relevant provisions of Canadian Securities Laws; (be) the Common Shares comprising the Offered Securities and the Warrant Shares have been conditionally approved for listing on the NEO Exchange, subject only to the Standard Listing Conditions and will be tradeable through the OTC upon their issuance; (f) the forms and terms of the definitive certificates representing the Common Shares, the Warrants, and the Agent Options have been approved and adopted by the Company and comply with applicable Laws and the Constating Documents of the Company, and the attributes of the Common Shares and Warrants conform in all material respects with the descriptions thereof contained in the Final Prospectus; (g) the statements under the heading “Eligibility for Investment” in the Final Prospectus are true and correct; (h) the Company being a corporation existing under has the laws of the Province of Ontario and having all requisite corporate power and capacity to carry on its business as now conducted presently carried on and to own, lease own and operate its properties and assets; (c) assets as described in the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, Final Prospectus and to enter into and perform its obligations hereunder under this Agreement and thereunderto carry out the transactions contemplated hereby, including to create, issue and sell the Offered Securities; (ei) the Warrant Shares (including the Warrant Shares issuable upon exercise of the Warrants comprising the Advisory Fee Units) and the securities directly and indirectly underlying the Agent Options have been duly allotted and reserved for issuance and when issued upon the exercise of the applicable convertible securities in accordance with the terms thereof (including where applicable, the Warrant Indenture) and upon receipt by the Company of the proper consideration therefor, will be validly issued (with respect to any Common Shares, as fully paid and non-assessable shares in the capital of the Company); (j) Odyssey Trust Company of Canada, at its principal office in Toronto, has been duly appointed as the transfer agent and registrar for the Common Shares in Canada; (k) Nevada Agency and Transfer Company, at its principal office in Nevada, has been duly appointed as the transfer agent and registrar for the Common Shares in the United States; (l) as to the existence of the Company under the laws of its jurisdiction of incorporation, formation or continuance and as to the corporate power and capacity of the Company to own and lease assets and to carry on business, in each case as described in the Final Prospectus and to execute, deliver and perform its obligations under this Agreement and the Warrant Indenture; (m) as to the authorized and issued capital of the Company; (n) that all necessary corporate action having has been taken by the Company to authorize the execution of each Prospectus, and, if applicable, any Prospectus Amendment, and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions; (o) all necessary corporate action has been taken by the Company to authorize the issuance, sale and delivery of each of the Preliminary ProspectusOffered Securities, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material Agent Options and the filing thereof with the Securities CommissionsAdvisory Fee Units; (fp) the Unit Common Shares partially comprising the Purchased Units having purchased on the Closing Date and the Advisory Fee Units have been validly issued by the Company as fully-paid and non-assessable shares in the capital of the Company; (q) the Warrants comprising the Units and the Advisory Fee Units have been validly created and issued; (r) the Agent Options have been validly created and issued; (s) the Warrant Shares (including the Warrant Shares issuable upon exercise of the Warrants comprising the Advisory Fee Units) and the securities directly and indirectly underlying the Agent Options have been duly allotted and validly authorized reserved for issuance and thatwhen issued upon the exercise of the applicable convertible securities in accordance with the terms thereof (including where applicable, at the Time of Closing Warrant Indenture) and upon payment receipt by the Company of the purchase price for the Purchased Unitsproper consideration therefor, such Unit Shares will be duly and validly issued (with respect to any Common Shares, as fully paid and non-assessable Common Sharesshares in the capital of the Company); (gt) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at Prior to the Time of Closing Closing, the Company has prepared and upon payment filed with the SEC the U.S. Prospectus Supplement so as to permit a public offering and resale of the purchase price for Offered Securities, Warrant Shares, Agent Options, Agent Units and the Purchased Unitsunderlying securities thereto; in each case, such Warrants will be duly and validly created; (i) the Warrants issued pursuant in a form acceptable in all reasonable respects to the exercise of the Over-Allotment Option having been duly Agent and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly createdAgent’s Counsel; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;

Legal Opinions. The On or prior to the Closing Date, there having been delivered to the Master Issuer, the Underwriters, the Note Trustee and the Issuer Security Trustee copies of the following, in form and substance satisfactory to the Lead Underwriters, the Note Trustee, the Issuer Security Trustee and the Rating Agencies, dated the Closing Date: (i) Opinions of Sidley Austin, legal and tax advisers as to English law and legal counsel as to US federal securities law and New York law to NRPLC, addressed to NRPLC, the Mortgages Trustee, Funding 2, the Master Issuer, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (ii) A disclosure letter of Sidley Austin, legal counsel as to US federal securities law to NRPLC, addressed to the Underwriters; (iii) An opinion of Sidley Austin LLP, tax counsel as to US federal income tax law, addressed to the Underwriters; (iv) An opinion of Mourant du Feu & Jeune, legal advisers as to Jersey law to the Mortgages Trustee, addressed to Funding 2, the Mortgages Trustee, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (v) An opinion of Tods Murray LLP, legal and tax advisers as to Scots lax xx XRPLC, addressed to NRPLC, the Mortgages Trustee, Funding 2, the Master Issuer, the Underwriters, the Dealers, the Note Trustee and the Issuer Security Trustee; (vi) A disclosure letter of Allen & Overy LLP, legal advisers as to US federax xxxurities law to the Underwriters receiving at and the Time of Closing, favourable legal opinionsDealers, addressed to the Underwriters and their counselthe Dealers; and (vii) An opinion of in-house counsel for each Issuer Swap Provider, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel addressed to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary ProspectusIssuer, the Amended Preliminary ProspectusNote Trustee, the Final ProspectusIssuer Security Trustee, any Supplementary Material, this Underwriting Agreement NRPLC and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;.

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed to the Underwriters Administrative Agent and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offeringeach Lender has received, in form and reasonably substance acceptable satisfactory to it, the Underwriters, acting reasonably, including as to: following legal opinions (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions case, with customary qualifications and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created;limitations): (i) a legal memorandum from counsel to Borrower, opining that (A) the Warrants Borrower is not a “covered fund” within the meaning of the final regulations issued pursuant December 10, 2013, implementing Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, commonly known as the “Xxxxxxx Rule;” and (B) the Borrower is not, and immediately after giving effect to the exercise transactions completed on the Closing Date hereunder will not be, required to register as an “investment company” within the meaning of the Over-Allotment Option having been duly Investment Company Act, as amended (the “1940 Act”). (ii) a legal opinion from counsel to the Borrower and validly authorized Seller, opining that each of (i) the backup security interest in the Purchased Participations and thatother Purchased Assets granted by the Seller to the Borrower under the Master Participation Agreement, upon exercise and (ii) the security interest in the Purchased Participations, Purchased Assets, Collection Account and other Collateral granted by the Borrower to the Administrative Agent, for the benefit of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement Secured Parties, is valid and upon payment of perfected under the purchase price therefor, such Warrants will be duly and validly createdapplicable UCC; (jiii) a legal opinion from counsel to the Warrant Shares having been reserved Borrower and authorized Seller, opining (A) that the Master Purchase Agreement and allotted for the issuance and upon payment therefor conveyance of each Purchased Participation thereunder to the Borrower constitutes a true sale or other absolute transfer from the Seller to the Borrower and the issue thereof upon exercise interests in the Receivables evidenced by the Purchased Participations issued and conveyed thereunder will not be subject to the bankruptcy estate of the Warrants Seller, and (B) in accordance the event of bankruptcy of the Seller or GreenSky, respectively, Borrower will not be substantively consolidated with their termsSeller or GreenSky, respectively; (iv) legal opinions from counsel to the Warrant Shares will be validly issued as fully paid Borrower, Seller, and Servicer, and Administrative Agent, reasonably satisfactory to the Administrative Agent, with respect to corporate or other company authority, enforceability, noncontravention of material agreements and non-assessable Common Shares;contravention of applicable law; and (kv) a legal opinion or memorandum from counsel to the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;Administrative Agent regarding Madden/true lender issues.

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed On or prior to the Underwriters date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and their counselnegative assurance of Xxxxxx Xxxxxxx Xxxxxxx and Li LLC, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, as counsel to the Company, or local other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), (ii) the written opinion of Ogier, as Cayman Islands counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Cayman Counsel”), and (iii) the written opinion of Xxxx Xxxx Law Firm, as PRC counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“PRC Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to those matters governed by which the laws Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinions and negative assurance of jurisdictions other than SEC Counsel and the jurisdictions written opinions of Cayman Counsel substantially in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of forms previously agreed between the Company and other documentation standard for legal the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if SEC Counsel has previously furnished to the Sales Agent such written opinions in transactions and negative assurance of a similar naturesuch counsel, and as to such other matters as the Underwriters may reasonably request relating if Cayman Counsel has previously furnished to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalentSales Agent such written opinions of such counsel, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws case substantially in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by forms previously agreed between the Company and thatthe Sales Agent, upon exercise then SEC Counsel and Cayman Counsel may, in whole or respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in part lieu of such opinions and negative assurance of such counsel (as applicable) to the Over- Allotment Option in accordance with this Underwriting Agreement effect that the Sales Agent may rely on the prior opinions and upon payment negative assurance of the purchase price therefor, such Unit Shares will be duly and validly issued counsel (as fully paid and non-assessable Common Shares; (happlicable) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued delivered pursuant to this Section 7(n) to the exercise same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinions and negative assurance (as applicable) shall be deemed to relate to the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor Registration Statement and the issue thereof upon exercise Prospectus as amended or supplemented to the date of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;Reliance Letter).

Legal Opinions. The Underwriters receiving at No later than April 22, 2002 (with regard to legal opinions relating to the Time pledge of Closingstock of Domestic Subsidiaries) and no later than June 3, favourable 2002 (with regard to legal opinionsopinions relating to the pledge of stock of Foreign Subsidiaries), the Borrower will provide to Lender, addressed to Lender, legal opinions in content satisfactory to Lender in its sole discretion from foreign and U.S. counsel acceptable to Lender, advising Lender (a) that the Underwriters pledge of stock of the Domestic Subsidiaries and their counselthe Foreign Subsidiaries has been duly authorized by all necessary corporate and shareholder action, Dentons Canada LLP from Fogler(b) that the pledged shares, Xxxxxxxx LLPas evidenced by the stock certificates delivered for pledge to Lender, counsel to represent all of the Companyissued and outstanding capital voting stock of each respective Subsidiary, or local counsel with respect to those matters governed by (c) that such pledge transactions perfect a security interest in such pledged stock and are valid, binding and enforceable against the pledgor in such transactions under (i) the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters State of fact, on certificates Texas and applicable laws of the officers United States, (ii) the laws of the Company and other documentation standard for legal opinions in transactions state (or country) of a similar natureorganization of each entity whose stock is pledged, and as to such other matters as (d) in the Underwriters may reasonably request relating to the Preliminary Prospectuscase of Foreign Subsidiaries, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (ai) the Company being a “reporting issuer”, or its equivalent, in each that no registration of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing pledge transaction is required under the laws of the Province country of Ontario and having all requisite corporate power to carry on its business as now conducted and to ownorganization for each respective Foreign Subsidiary, lease and operate its properties and assets; (cii) that the authorized and issued and outstanding share capital choice of law provisions in each respective Pledge Agreement will be upheld under the laws of the Company; (d) jurisdiction of organization for each Foreign Subsidiary. All foreign counsel opinions must be furnished by counsel licensed to practice law in the Company having jurisdiction of organization for the respective Foreign Subsidiary to which such counsel's opinion relates. Should Lender determine in its sole discretion that all steps necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificatesperfect Lender's security interest in such pledged stock have been satisfied, and to perform that all the terms described in this Section 9.15 have been satisfied, then the Lender agrees that it shall execute documentation releasing each Foreign Subsidiary from its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of under each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;respective Guaranties.

Legal Opinions. The Underwriters receiving at Kimmel Equity, LLC and RIP Investments LP shall provide the Time written opinions of Closingtheir counsel, favourable legal opinionswhich may be conditioned upon a certificate or certificates from them or their owners regarding factual matters, and which may contain customary limitations and qualifications, dated as of the Closing Date and addressed to the Underwriters and their counselBuyer, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as tostating that: (ai) Kimmel Equity LLC and RIP Investments LP have the Company being a “reporting issuer”power and authority to sell, or its equivalentassign, and transfer their respective Membership Interests to Buyer in each accordance with the terms and conditions of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions;this Agreement. (bii) Kimmel Equity LLC and RIP Investments LP have the Company being a corporation power and authority to execute, acknowledge, seal and deliver this Agreement and to perform the transactions contemplated by this Agreement to be performed by Kimmel Equity LLC and RIP Investments LP. All actions have been taken by Kimmel Equity LLC and RIP Investments LP necessary to deliver this Agreement and to perform the transactions required to be performed by Kimmel Equity LLC and RIP Investments LP. This Agreement constitutes the legal, valid and binding obligations of Kimmel Equity LLC and RIP Investments LP and is fully enforceable against Kimmel Equity LLC and RIP Investments LP in accordance with its terms, except to the extent that the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally or by general principles of equity and subject to other customary qualifications and limitations on enforceability opinions. (iii) Kimmel Equity LLC and RIP Investments LP are duly organized, validly existing and in good standing under the laws of the Province State of Ontario Delaware. All members of Kimmel Equity LLC and having all requisite corporate power to carry on its business as now conducted RIP Investments LP, other than individual members, are duly organized, validly existing and to own, lease and operate its properties and assets;in good standing under the laws of the State of Delaware. (civ) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the The execution and delivery of each this Agreement by Kimmel Equity LLC and RIP Investments LP will not result in a breach or violation of any of the Preliminary Prospectusprovisions of Kimmel Equity LLC’s and RIP Investments LP’s organizational documents or any other agreement or instrument to which Kimmel Equity LLC or RIP Investments LP is a party, other than the Existing Financing Documents, until the required approvals from the Existing Lender are obtained. (v) Based on the said Certificate(s), Kimmel Equity LLC and RIP Investments LP are not parties to any pending, or to the actual knowledge of counsel, threatened, litigation or legal proceedings related to the Selling Members, or the Properties, or this Agreement, and Kimmel Equity, LLC and RIP Investments LP are not subject to any governmental proceedings, judgments, causes of action or special assessments pending, or to the actual knowledge of counsel, threatened, against either of Kimmel Equity, LLC or RIP Investments LP, the Amended Preliminary Prospectusoutcome of which could adversely affect the ability of Kimmel Equity, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole LLC or in part of the Over- Allotment Option in accordance with RIP Investments LP to convey its respective Membership Interests under this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;Agreement.

Legal Opinions. The Underwriters receiving at 8.1 At the Time of ClosingClosing Time, the Corporation shall have caused favourable legal opinions, addressed opinions dated the Closing Date to be delivered (in sufficient copies for each of the Underwriters and their counsel) to the Underwriters by their counsel, Dentons Canada Burnet, Xxxxxxxxx & Xxxxxx LLP from Fogler(who may rely, Xxxxxxxx to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to them and to Fraser Xxxxxx Casgrain LLP, counsel to the CompanyUnderwriters, or local counsel with respect as to those the qualification of the Offered Shares for sale to the public in, and as to other matters governed by the laws of jurisdictions other than the jurisdictions Province of Alberta, and may rely, to the extent appropriate in which it is qualified to practice, which counsel may rely the circumstances and solely as to matters of factfact not independently established, on certificates or statutory declarations of the officers of the Company and other documentation standard for legal opinions in transactions of a similar natureCorporation or the Transfer Agent, and as of public and stock exchange officials) with respect to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, offering of the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement Offered Shares and the Offering, Corporation in form and substance acceptable to counsel to the Underwriters, acting reasonably, including as towithout limitation opinions substantially to the effect that: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being Corporation is a corporation existing validly subsisting under the laws of the Province of Ontario Alberta, the jurisdiction of its incorporation; (b) the Corporation has the capacity and having all requisite corporate power to carry on own and lease its properties and assets and to conduct its business as now conducted described in each of the Prospectuses and to own, lease and operate its properties and assetsany Supplementary Material; (c) the authorized and issued and outstanding share capital Corporation is a "reporting issuer" not in default of any requirement of the CompanySecurities Act (Alberta) and the regulations thereunder, is a "reporting issuer" in each of the other provinces of Canada, is not in default under the applicable securities laws of each of the provinces of British Columbia, Saskatchewan, Manitoba, Ontario, Quebec and Xxxxxx Xxxxxx Island and is not in default of one or more of the filing requirements concerning annual or interim financial statements or other continuous disclosure documents or the payment of fees required by the Securities Act (New Brunswick) or the Securities Act (Nova Scotia) which would cause it to be identified as a reporting issuer in default or as a defaulting reporting issuer by the New Brunswick Securities Commission or the Nova Scotia Securities Commission and the Superintendent of Securities (Newfoundland and Labrador) is not aware of the Corporation having contravened any provisions of the Securities Act (Newfoundland and Labrador); (d) the Company having all necessary corporate power Corporation is authorized to issue an unlimited number of Common Shares and capacity 10,000,000 preferred shares, issuable in series and as to execute the number of Common Shares and deliver this Underwriting Agreement, preferred shares issued and outstanding as at the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell Closing Date (which shall equal the number stated in Section 6.1(i) as increased by the Offered SecuritiesShares and issuances permitted by Section 23); (e) the Corporation and the attributes and characteristics of the Offered Shares conform in all necessary corporate action having been taken by material respects with the Company to authorize the execution and delivery of descriptions thereof in each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus Prospectuses and any Supplementary Material and the filing thereof with the Securities CommissionsMaterial; (f) All descriptions in the Unit Prospectuses (other than financial statements, including the notes thereto, and financial data) of Canadian statutes, regulations, and legal or governmental proceedings and contracts and other documents which are governed by the laws of Canada, in each case with respect to the Corporation or to which the Corporation is a party, are accurate in all material respects and fair summaries of the legal matters, agreements, documents or proceedings discussed therein; (g) the form of the definitive certificate representing the Offered Shares partially comprising the Purchased Units having has been duly approved and validly authorized adopted and that, at the Time of Closing and upon payment complies with all legal requirements (including all applicable requirements of the purchase price Exchanges) relating thereto; (h) the Transfer Agent has been duly appointed as the transfer agent and registrar for the Purchased UnitsCommon Shares and Computershare Trust Company, such Unit Inc. has been duly appointed as transfer agent of the Corporation in the United States in respect of the Common Shares; (i) the Offered Shares will be duly have been validly created, allotted and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having Corporation has the necessary power and authority to execute and deliver the Prospectuses and any Supplementary Material and all necessary action has been reserved taken by the Corporation to authorize the execution and authorized delivery by it of the Prospectuses and allotted for issuance and upon payment therefor any Supplementary Material and the issue thereof upon exercise filing thereof, as the case may be, in each of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common SharesQualifying Provinces under Securities Laws; (k) the Compensation Options having Corporation has the necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to carry out the Distribution contemplated hereby and by the Prospectuses (including to sell the Offered Shares) and this Agreement has been duly authorized, executed and validly authorized delivered by the Corporation and thatis a legal, valid and binding obligation of it and enforceable against it in accordance with its terms (subject to reasonable opinion qualifications); (l) the execution and delivery by the Corporation of this Agreement, the fulfilment of the terms hereof by the Corporation, and the sale and delivery by the Corporation at the Closing Time of the Offered Shares do not and will not result in a breach of, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of, and do not and will not conflict with, any applicable law or any terms, conditions or provisions of the constating documents of the Corporation or, to such counsel's knowledge, any resolutions of the directors (or any committee thereof) or shareholders thereof, or any indenture, agreement or instrument to which the Corporation, is a party or by which it is contractually bound on the Closing Date and of which such Compensation Options will counsel is aware, or any judgement, order or decree of any court, governmental Pengrowth Energy Corporation Underwriting Agreement Page 26 of 48 agency or body or regulatory authority having jurisdiction over the Corporation, or the Offered Shares and of which such counsel is aware; (m) the Corporation is eligible to file the Prospectus under the Shelf Prospectus System; (n) except such as have been made or obtained under the Securities Laws, no consent, approval, authorization or order of or filing, registration or qualification with any court, governmental agency or body or regulatory authority is required, for the execution, delivery and performance by the Corporation of this Agreement or the consummation by the Corporation of the transactions contemplated herein; (o) all necessary documents have been filed, all necessary proceedings have been taken and all other legal requirements have been fulfilled under the laws of Canada and each of the Qualifying Provinces in order to qualify the Distribution of the Offered Shares in each of the Qualifying Provinces through investment dealers or brokers registered under applicable legislation of the Qualifying Provinces who have complied with the relevant provisions of such legislation; (p) subject to the qualifications set out therein, the statements in the Shelf Prospectus Supplement under the heading "Certain Income Tax Considerations" constitute a fair summary of the principal Canadian federal income tax consequences arising under the Tax Act to persons resident in Canada and to persons who are non-resident of Canada who hold Offered Shares as capital property and who deal at arm's length with the Corporation; and confirming the opinion referred to under "Eligibility for Investment" in the Shelf Prospectus Supplement and such other matters as the Underwriters or their counsel may reasonably request. 8.2 At the Closing Time, the Corporation shall have caused favourable legal opinions, dated the Closing Date, to be duly delivered (in sufficient copies for each of the Underwriters and validly created;their counsel) to the Underwriters by Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel to the Corporation (who may rely, to the extent appropriate in the circumstances and solely as to matters of fact not independently established, on certificates or statutory declarations of officers of the Corporation or the Transfer Agent, and of public and stock exchange officials) with respect to such matters as the Underwriters may reasonably request relating to the offering of the Offered Shares and the Corporation in form and substance acceptable to counsel to the Underwriters, acting reasonably, including without limitation opinions substantially to the effect that: (a) No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which has not been obtained, taken or made is required by the Corporation under any Applicable Law for the

Legal Opinions. The Underwriters receiving at On the Time of Closingdate hereof and, favourable if required by any applicable Terms Agreement, on the Settlement Date with respect to such Terms Agreement, the Agents shall have received the following legal opinions, addressed dated as of the date hereof or such Settlement Date, as the case may be, in form and substance satisfactory to the Underwriters Agents: (1) Opinion of Counsel to the Company and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx the Guarantor. The opinion of Sullivan & Cromwell LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar naturethe Guarxxxxx, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as toxo txx xxxxxt that: (ai) the The Company being a “reporting issuer”, or its equivalent, has been duly incorporated and is an existing corporation in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing good standing under the laws of the Province State of Ontario and having all requisite Delaware. (ii) The Company has the corporate power to carry on its business as now conducted and authority to own, lease and operate its properties and assets;to conduct its business as described in the Registration Statement. (ciii) The Guarantor is duly registered as a bank holding company under the Bank Holding Company Act. (iv) The Indenture has been duly authorized, executed and delivered by the Company and the Guarantor and duly qualified under the Trust Indenture Act of 1939 and constitutes a valid and legally binding obligation of the Company and the Guarantor enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (v) The series of Notes has been duly authorized and issued established in conformity with the Indenture and, when the terms of a particular Note and outstanding share capital of the Company; (d) the Company having all necessary corporate power its issuance and capacity to execute sale have been duly authorized and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) established by all necessary corporate action having in conformity with the Indenture and such Note has been taken duly prepared, executed, authenticated and issued in accordance with the Indenture and delivered against payment in accordance with this Agreement, such Note will constitute a valid and legally binding obligation of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (vi) The issuance of the Guarantees has been duly authorized, the Guarantees have been established in conformity with the Indenture and, when the terms of a particular Note and of its issuance and sale have been duly authorized and established by all necessary corporate action in conformity with the Indenture, such Note has been duly prepared, executed, authenticated and issued in accordance with the Indenture and delivered against payment in accordance with this Agreement and the Guarantee endorsed on such Note has been duly executed in accordance with the Indenture, such Guarantee will constitute a valid and legally binding obligation of the Guarantor enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (vii) All regulatory consents, authorizations, approvals and filings required to be obtained or made by the Company or the Guarantor on or prior to the date hereof or such Settlement Date, as the case may be, under the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware for the issuance, sale and delivery of the Notes by the Company to authorize or through the execution and delivery of each of the Preliminary ProspectusAgents in accordance with this Agreement have been obtained or made; provided, the Amended Preliminary Prospectushowever, the Final Prospectus and any Supplementary Material and the filing thereof that such counsel need express no opinion with the Securities Commissions;respect to state securities laws. (fviii) the Unit Shares partially comprising the Purchased Units having This Agreement and, if applicable, such Terms Agreement have each been duly authorized, executed and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance delivered by the Company and that, upon exercise in whole or in part the Guarantor. (ix) The execution and delivery by the Company and the Guarantor of the Over- Allotment Option Indenture and this Agreement and, if applicable, such Terms Agreement do not, and the preparation, execution and issuance of each particular Note and Guarantee in accordance with the Indenture, the sale by the Company of such Note in accordance with this Underwriting Agreement and, if applicable, such Terms Agreement and upon payment the performance by the Company and the Guarantor of their respective obligations under the Indenture, this Agreement and, if applicable, such Terms Agreement, the Notes and the Guarantees will not (a) violate the certificate of incorporation or by-laws of the purchase price thereforCompany, in each case as in effect at the date of such opinion, (b) violate any existing Federal law of the United States applicable to the Company or the Guarantor or (c) violate the existing General Corporation Law of the State of Delaware; provided, however, that, for the purposes of this paragraph (ix), such Unit Shares will be duly counsel need express no opinion with respect to the Federal or state securities laws, other antifraud laws, fraudulent transfer laws, the Employee Retirement Income Security Act of 1974 and validly issued related laws, and laws that restrict transactions between United States persons and citizens or residents of certain foreign countries or specially designated nationals and organizations; provided, further, that insofar as fully paid performance by the Company and non-assessable Common Shares;the Guarantor of their respective obligations under the Indenture, this Agreement and, if applicable, such Terms Agreement, the Notes and the Guarantees is concerned, such counsel need express no opinion as to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights. (hx) The Registration Statement is effective under the Warrants partially comprising 1933 Act and, to the Purchased Units having best of such counsel's knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been duly issued under the 1933 Act and validly authorized (b) no proceedings therefor have been initiated or threatened by the SEC. (xi) As counsel for the Company and the Guarantor, such counsel reviewed the Registration Statement and the Prospectus, and any amendment or supplement thereto, participated in discussions with the Agents' representatives and those of the Company and the Guarantor and their independent accountants, and advised the Company and the Guarantor as to the requirements of the 1933 Act and the applicable 1933 Act Regulations, and on the basis of the information that such counsel gained in the course of the performance of the services referred to above, considered in the light of their understanding of the applicable law (including the requirements of Form S-3 and the character of the prospectus contemplated thereby) and the experience they have gained through their practice under the 1933 Act, they confirm to the Agents that, at the Time of Closing and upon payment in their opinion, each part of the purchase price Registration Statement, when such part became effective, and the Prospectus, as of the date of the prospectus supplement or, if applicable, the pricing supplement forming a part thereof, appeared on their face to be appropriately responsive, in all material respects relevant to the offering of the Notes, to the requirements of the 1933 Act, the 1939 Act and the applicable rules and regulations of the SEC thereunder, and nothing has come to their attention in the course of such review that has caused them to believe that, insofar as relevant to the offering of the Notes, any part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that, insofar as relevant to the offering of the Notes, the Prospectus, as of the date of the prospectus supplement or, if applicable, the pricing supplement forming a part thereof, or, if applicable, the applicable Settlement Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may say that the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that they do not assume any responsibility for the Purchased Unitsaccuracy, such Warrants will be duly and validly created; completeness or fairness of the statements contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, except (i) for those made under the Warrants issued pursuant to captions "Description of Debt Securities We May Offer" and "Plan of Distribution" in the exercise Prospectus, under the captions "Description of Notes We May Offer" and "Supplemental Plan of Distribution" in the prospectus supplement forming a part of the Over-Allotment Option having been duly Prospectus and validly authorized and that, upon exercise under the captions "Description of the Over-Allotment Option Notes" and "Underwriting," or similar or comparable captions, in whole or in any pricing supplement forming a part in accordance with of the Prospectus, insofar as they relate to provisions therein described, of the Notes, the Guarantees, the Indenture and this Underwriting Agreement and, if applicable, such Terms Agreement and upon payment (ii) the accuracy of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise descriptions of the Warrants Federal laws of the United States contained in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) prospectus supplement forming a part of the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;Prospectus under the

Legal Opinions. The Underwriters receiving at 8.1 At the Time of ClosingClosing Time, the Trust, the Manager and the Corporation shall have caused favourable legal opinions, addressed opinions dated the Closing Date to be delivered (in sufficient copies for each of the Underwriters and their counsel) to the Underwriters by their counsel, Dentons Canada Xxxxxxx Xxxxx LLP from Fogler(who may rely, Xxxxxxxx to the extent appropriate in the circumstances, on the opinions of local counsel (acceptable to them and to Fraser Xxxxxx Casgrain, LLP, counsel to the CompanyUnderwriters) as to the qualification of the Offered Units for sale to the public in, and as to other matters governed by the laws of, jurisdictions other than the Provinces of Alberta, Saskatchewan and Ontario and may rely, to the extent appropriate in the circumstances and solely as to matters of fact not independently established, on certificates or local counsel statutory declarations of officers of the Manager, the Corporation or the Trustee, and of public and stock exchange officials) with respect to those such matters as the Underwriters may reasonably request relating to the offering of the Offered Units, the Trust, the Manager and the Corporation in form and substance acceptable to counsel to the Underwriters, acting reasonably, including without limitation opinions substantially to the effect that: (a) the Trust is validly existing as a trust under the laws of the Province of Alberta having the Trustee as its trustee; (b) the Corporation is a corporation duly incorporated and validly subsisting under the laws of the Province of Alberta, the jurisdiction of its incorporation; (c) the Manager is a corporation duly incorporated and validly subsisting under the laws of Canada, the jurisdiction of its incorporation; (d) each of the Trust and the Corporation has the capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus and any Supplementary Material; (e) the Trust is a "reporting issuer" not in default of any requirement of the Securities Act (Alberta) and the regulations thereunder, has a similar status under the Securities Laws of each of the other Qualifying Provinces and is eligible to participate in the Short Form Prospectus System in each Qualifying Province; (f) the Trust is authorized to issue 500,000,000 Trust Units and the number of Trust Units issued and outstanding as at the Closing Date equals the number stated in section 6.1(n) as increased by the Offered Units and issuances permitted by section 22; (g) the Trust and the attributes and characteristics of the Offered Units conform in all material respects with the descriptions thereof in the Prospectuses and Supplementary Material; (h) the form of the definitive certificate representing the Offered Units has been duly approved and adopted and complies with all legal requirements (including all applicable requirements of the Exchanges) relating thereto; (i) the Offered Units are conditionally listed and, upon notification to the Exchanges of the issuance thereof, will be listed and posted for trading on the Exchanges; (j) the Trustee has been duly appointed as the transfer agent and registrar for the Trust Units (including without limitation the Offered Units); (k) the Offered Units have been validly created, allotted and issued; (l) the Trust, the Corporation and the Manager have the necessary power and authority to execute and deliver the Prospectuses and any Supplementary Material and all necessary action has been taken by the Trust, the Corporation and the Manager to authorize the execution and delivery by it of the Prospectuses and any Supplementary Material and the filing thereof, as the case may be, in each of the Qualifying Provinces under Securities Laws; (m) each of the Trust, the Manager and the Corporation has the necessary corporate or trust power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to carry out the Distributions contemplated hereby and by the Prospectuses (including in the case of the Trust to sell the Offered Units) and this Agreement has been duly authorized, executed and delivered by such of the Trust, the Manager and the Corporation and is a legal, valid and binding obligation of each of them and enforceable in accordance with its terms (subject to reasonable opinion qualifications); (n) the execution and delivery by the Trust, the Manager and the Corporation of this Agreement, the fulfilment of the terms hereof by each of them, and the sale and delivery by the Trust at the Closing Time of the Offered Units do not and will not result in a breach of, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of, and do not and will not conflict with, any applicable law or any terms, conditions or provisions of the constating documents of the Trust, the Manager or the Corporation or, in the case of the Manager or the Corporation, to such counsel's knowledge any resolutions of the directors (or any committee thereof) or shareholders thereof or, in the case of the Trust any resolutions of the Unitholders, or any indenture, agreement or instrument to which the Trust, the Manager or the Corporation, is a party or by which it is contractually bound on the Closing Date of which such counsel is aware, or any judgement, order or decree of any court, governmental agency or body or regulatory authority having jurisdiction over the Trust, the Manager, the Corporation or the Offered Units and of which such counsel is aware; (o) the Offered Units are eligible investments under the statutes referred to in the Prospectus under the heading "Eligibility for Investment" without the investor having recourse to the so-called "basket" provisions of such statutes; (p) except such as have been made or obtained under the Securities Laws, no consent, approval, authorization or order of or filing, registration or qualification with any court, governmental agency or body or regulatory authority is required, for the execution, delivery and performance by the Trust, the Manager or the Corporation of this Agreement or the consummation by the Trust, the Manager or the Corporation of the transactions contemplated herein; (q) all necessary documents have been filed, all necessary proceedings have been taken and all other legal requirements have been fulfilled under the laws of Canada and each of the Qualifying Provinces in order to qualify the Distribution of the Offered Units in each of the Qualifying Provinces through investment dealers or brokers registered under applicable legislation of the Qualifying Provinces who have complied with the relevant provisions of such legislation; (r) subject to the qualifications set out therein, the statements in the Prospectus under the heading "Canadian Federal Income Tax Considerations" constitute a fair summary of the principal Canadian federal income tax consequences arising under the Tax Act to persons resident in Canada who hold Offered Units as capital property and who deal at arm's length with the Trust, the Manager and the Corporation; and (s) such other matters as the Underwriters or their counsel may reasonably request. 8.2 At the Closing Time, the Underwriters shall have received from Fraser Xxxxxx Casgrain LLP, counsel to the Underwriters (who may rely on the opinions of counsel to the Trust, the Manager and the Corporation and may also rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified Province of Alberta) such opinions with respect to practice, which counsel may rely as to matters of fact, on certificates the offering of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters Offered Units as the Underwriters may reasonably request relating require and are customary in transactions of this kind. 8.3 At the Closing Time, the Underwriters shall have received (in sufficient copies for each of the Underwriters and their counsel) a favourable legal opinion dated the Closing Date from the Trust's legal counsel in the Province of Québec addressed to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement Underwriters and the Offering, their counsel and in form and substance acceptable to counsel to the Underwriters, acting reasonably, including as to: (a) Underwriters to the Company being a “reporting issuer”, or its equivalent, in each of effect that the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under Trust has complied with all the laws of the Province of Ontario and having all requisite corporate power Québec relating to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital use of the Company; (d) French language in connection with the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment sale of the purchase price for Offered Units to purchasers in the Purchased UnitsProvince of Québec, such Unit Shares will including without limitation the documents and the share certificates representing the Offered Units to be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part delivered to purchasers of the Over- Allotment Option Offered Units in accordance the Province of Québec, and that the French language text appearing on the definitive certificates representing the Offered Units is not reasonably susceptible of any materially different interpretation from the English language text appearing thereon with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant respect to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Compensation Options having been duly and validly authorized and that, at the Time of Closing such Compensation Options will be duly and validly created;any material matter therein.

Legal Opinions. The Underwriters receiving at On the Time of Closingdate hereof, favourable the Agents shall have received the following legal opinions, addressed to the Underwriters and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely dated as to matters of fact, on certificates of the officers of the Company date hereof and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable satisfactory to the Underwriters, acting reasonably, including as toAgents: (a1) Opinion of Counsel to the Company. The opinion of Sullxxxx & Xromxxxx, Xxunsel to the Company being to the effect that: (i) The Company is duly registered as a “reporting issuer”bank holding company under the Bank Holding Act. (ii) The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act of 1939 and constitutes a valid and legally binding obligation to the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (iii) The series of Notes has been duly authorized and established in conformity with the Indenture, and, when the terms of a particular Note and of its equivalentissuance and sale have been duly authorized and established by all necessary corporate action in conformity with the Indenture, such Note has been duly prepared, executed, authenticated and issued in each accordance with the Indenture and delivered against payment in accordance with this Agreement, such Note will constitute a valid and legally binding obligation of the Qualifying Jurisdictions Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and not in default under Canadian Securities Laws in the Qualifying Jurisdictions;similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (biv) All regulatory consents, authorizations, approvals and filings required to be obtained or made by the Company being a corporation existing on or prior to the date hereof under the federal laws of the United States and the laws of the Province State of Ontario New York for the issuance, sale and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital delivery of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken Notes by the Company to authorize or through one or more Agents have been obtained or made; provided, however, that such counsel need express no opinion with respect to state securities laws. (v) This Agreement has been duly authorized, executed and delivered by the Company. (vi) The execution and delivery by the Company of the Indenture did not, and the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company of this Agreement do not, and thatthe preparation, upon exercise execution and issuance of each particular Note in whole or in part accordance with the Indenture, the sale by the Company of the Over- Allotment Option such Note in accordance with this Underwriting Agreement, and the performance by the Company of its obligations under the Indenture, this Agreement and upon payment the Notes will not (a) violate the articles of incorporation or by-laws of the purchase price thereforCompany as in effect on the date hereof, or (b) violate any existing federal law of the United States applicable to the Company; provided, however, that, for the purposes of this paragraph (xi), such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and thatcounsel need express no opinion with respect to federal or state securities laws, at the Time of Closing and upon payment of the purchase price for the Purchased Unitsother antifraud laws, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and the issue thereof upon exercise of the Warrants in accordance with their termsfraudulent transfer laws, the Warrant Shares will be validly issued as fully paid Employee Retirement Income Security Act of 1974 and non-assessable Common Shares; (k) the Compensation Options having been duly related laws, and validly authorized laws that restrict transactions between United States persons and thatcertain foreign countries; provided, at the Time of Closing such Compensation Options will be duly and validly created;further, that insofar as

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed On or prior to the Underwriters and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws earlier of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, and to perform its obligations hereunder and thereunder, including to create, issue and sell the Offered Securities; (e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (f) the Unit Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (g) the Unit Shares partially comprising the Additional Units having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (h) the Warrants partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued date the first Placement Notice is given pursuant to this Agreement and (ii) Shares are delivered to Agent as principal on a Settlement Date with respect to the first Principal Transaction pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, upon exercise of the Over-Allotment Option in whole or in part in accordance with this Underwriting first Terms Agreement and upon payment of this Agreement, the purchase price thereforCompany shall cause to be furnished to Agent, such Warrants will be duly and validly created; (j) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor Forward Seller and the issue thereof upon exercise Forward Purchaser the written opinion and 10b-5 statement of Fxxxx & Lxxxxxx LLP, to the Warrants effect set forth in accordance with their termsExhibit C-1, as issuer’s counsel to the Company and the Operating Partnership, dated the date that the opinion and 10b-5 statement are required to be delivered, or other counsel reasonably satisfactory to Agent, the Warrant Forward Seller and the Forward Purchaser (“Company Counsel”), the written opinion of Fxxxx & Lxxxxxx LLP, to the effect set forth in Exhibit C-2, in its capacity as tax counsel for the Company and the Operating Partnership (“Company Tax Counsel”), dated the date that the opinion is required to be delivered, or other tax counsel reasonably satisfactory to Agent, the Forward Seller and the Forward Purchaser the written opinion of General Counsel for the Company and the Operating Partnership (“Company General Counsel”), to the effect set forth in Exhibit C-3, as general counsel to the Company and the Operating Partnership, dated the date that the opinion is required to be delivered, and the written opinion of DLA Piper LLP (US), counsel for Agent, the Forward Seller and the Forward Purchaser (“Agent Counsel”), dated the date the opinion is required to be delivered. Thereafter, each time Shares will are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and within two (2) Trading Days after each Representation Date with respect to which the Company is obligated to deliver the certificate in the forms attached hereto as Exhibit A for which no waiver is applicable pursuant to Section 7(n), and not more than once per calendar quarter, the Company shall cause to be validly issued furnished to Agent, the Forward Seller and the Forward Purchaser the written opinion and 10b-5 statement of Company Counsel, the written opinion of Company Tax Counsel, the written opinion of Company General Counsel, and the written opinion of Agent Counsel substantially in the form previously agreed between the Parties, modified, as fully paid necessary, to relate to the Registration Statement and non-assessable Common Shares; the Prospectus as then amended or supplemented; provided, however, that if Company Counsel, Company Tax Counsel and/or Company General Counsel has previously furnished to Agent, the Forward Seller and the Forward Purchaser such written opinions and 10b-5 statement substantially in the form previously agreed between the Parties, Company Counsel, Company Tax Counsel and/or Company General Counsel may, in respect of any future Representation Date, furnish Agent, the Forward Seller and the Forward Purchaser with a letter (ka “Reliance Letter”) in lieu of such opinions and 10b-5 statement to the Compensation Options having been duly effect that Agent, the Forward Seller and validly authorized the Forward Purchaser may rely on the prior opinions and that10b-5 statement of Company Counsel, at Company Tax Counsel and/or Company General Counsel delivered pursuant to this Section 7(o) to the Time same extent as if it were dated the date of Closing such Compensation Options will Reliance Letter (except that statements in such prior opinion shall be duly deemed to relate to the Registration Statement and validly created;the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, opinions addressed to the Underwriters and their counsel, Dentons Canada LLP from Fogler, Xxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company and other documentation standard for legal opinions in transactions of a similar nature, and as nature to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to: (a) the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions; (b) the Company being a corporation existing under the laws of Canada Business Corporations Act; (c) the Province of Ontario and Company having all requisite necessary corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; (c) the authorized and issued and outstanding share capital of the Company; (d) the Company having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Warrant Indenture, any Warrant Certificates and Compensation Option Certificates, Agreement and to perform its obligations hereunder and thereunderhereunder, including to create, issue the issuance and sell sale of the Offered SecuritiesPurchased Shares and the Additional Shares issuable upon exercise of the Over-Allotment Option; (e) the authorized and issued and outstanding share capital of the Company; (f) all necessary corporate action having been taken by the Company to authorize the execution and delivery of this Underwriting Agreement and the performance of its obligations hereunder, including the issuance and sale of the Purchased Shares and the Additional Shares issuable upon exercise of the Over-Allotment Option, and this Underwriting Agreement having been executed and delivered by the Company and constituting a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to standard qualifications, including that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (g) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (fh) the Unit Purchased Shares partially comprising the Purchased Units having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price for therefor, the Purchased Units, such Unit Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (gi) the Unit Additional Shares partially comprising issuable upon exercise of the Additional Units Over-Allotment Option having been reserved for issuance by the Company and that, upon exercise in whole or in part of the Over- Over-Allotment Option in accordance with this Underwriting Agreement and upon payment of the purchase price therefor, such Unit Additional Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (hj) the Warrants partially comprising execution and delivery of this Underwriting Agreement, the fulfilment of the terms hereof by the Company, including the issuance and sale of the Purchased Units having been duly Shares and validly authorized and that, at the Time of Closing and upon payment of the purchase price for the Purchased Units, such Warrants will be duly and validly created; (i) the Warrants issued pursuant to the exercise of the Over-Allotment Option having been duly and validly authorized and that, Additional Shares issuable upon exercise of the Over-Allotment Option Option, do not and will not (as the case may be) conflict with or result in whole a breach or in part in accordance with this Underwriting Agreement and upon payment violation of any of the purchase price thereforterms or provisions of, such Warrants will be duly and validly created; or constitute a default under, whether after notice or lapse of time or both: (ji) the Warrant Shares having been reserved and authorized and allotted for issuance and upon payment therefor and provisions of any law, statute, rule or regulation to which the issue thereof upon exercise Company is subject; or (ii) the constating documents of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable Common SharesCompany; (k) all necessary documents having been filed, all requisite proceedings have been taken and all approvals, permits, authorizations and consents of the Compensation Options appropriate regulatory authority in each of the Qualifying Jurisdictions having been obtained by the Company to qualify the distribution of the Offered Shares, through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (l) the Purchased Shares and the Additional Shares issuable upon exercise of the Over- Allotment Option having been conditionally approved for listing on the TSXV (subject to the Standard Listing Conditions); (m) the statements set forth in the Final Prospectus under the caption “Eligibility for Investment” being true and correct; (n) the form and terms of the definitive certificates representing the Common Shares having been approved by the board of directors of the Company and complying in all material respects with applicable corporate law requirements and the rules and by-laws of the TSXV; and (o) the Transfer Agent having been duly appointed as the transfer agent and validly authorized and that, at registrar for the Time of Closing such Compensation Options will be duly and validly created;Common Shares.