Common use of Representations and Warranties of the Agents Clause in Contracts

Representations and Warranties of the Agents. Each of the Agents hereby severally (and not jointly or jointly and severally) represents, warrants and covenants to the Corporation, and acknowledges that the Corporation is relying upon each of such representations, warranties and covenants in entering into the transactions contemplated hereby, as follows: (a) it is, and will remain, until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder; (b) it has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein; (c) this Agreement has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity, contribution and waiver of contribution may be limited by applicable Laws; (d) as to Echelon and Laurentian only, it will offer the Offered Shares for sale to the public in the Qualifying Jurisdictions, directly and through sub-agents, if any, in compliance with Applicable Securities Laws and upon the terms and conditions set forth in this Agreement; (e) it will conduct activities in connection with the Offering in compliance with all Applicable Securities Laws and upon the terms and conditions set forth in the Final Prospectus and this Agreement and cause a similar covenant to be obtained from sub-agents, if any, in connection with the distribution of the Offered Shares; (f) it will refrain from advertising the Offering by (A) printed public media of general and regular paid circulation, (B) radio, (C) television or (D) telecommunications, including electronic display and not make use of any green sheet or other internal marketing document without the prior written consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheld; and (g) it will comply with, and ensure that its directors, officers, employees and affiliates comply with all applicable market stabilization rules and requirements of the Securities Commissions and Applicable Securities Laws.

Representations and Warranties of the Agents. Each of the Agents hereby severally (and not jointly or jointly and severally) Agent also represents, and warrants and covenants to the Corporationto, and acknowledges that agrees with, the Corporation is relying upon each of such representationsBank, warranties and covenants in entering into the transactions contemplated hereby, as follows:that (a) with respect to any offering of Securities that are “indexed notes” (as such term is defined in the Prospectus Supplement), (i) it isis a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation and is registered as a broker-dealer under the Exchange Act and under the laws of each state in which such registration is required; (ii) in making offers and sales of Securities, it will comply in all material respects with all applicable FINRA rules and operative National Association of Securities Dealers, Inc. (“NASD”) rules and all other applicable laws, rules and regulations, including but not limited to all applicable provisions of the Act and the Exchange Act and all applicable rules and regulations of the Commission and any applicable securities exchange and other applicable regulatory authority; (iii) unless otherwise provided by applicable laws, rules and regulations then in effect, to the extent that it makes offers or sales of Securities directly to investors, it has the sole responsibility to ensure that it has a reasonable basis to believe that the Securities are suitable for the investors to whom the Securities are being sold or, if offers or sales are made to institutional accounts, that the investors are capable of evaluating the risks and merits of an investment in the Securities, and it will remaincomply in all material respects with all applicable FINRA and NASD rules, until New York Stock Exchange Rules and all other federal, state and local laws, rules and regulations (and rules of any self-regulatory organization having jurisdiction over the completion offer and sale of the OfferingSecurities) relating to the suitability of the Securities for purchase by investors; (iv) and it is familiar with (and, appropriately registered under Applicable Securities Laws so as in the case of future guidance, will become familiar with) and will comply in all material respects, to permit it the extent required, with all applicable guidance from FINRA (including future guidance) then in effect, relating to lawfully fulfil its obligations hereunderthe offer and sale of Securities; (b) it has will comply with all requisite corporate power applicable laws and authority regulations in force in any jurisdiction in which it purchases, offers or sells Securities or possesses or distributes the preliminary prospectus or the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Securities under the laws and regulations in force in any jurisdiction to enter into which it is subject or in which it makes such purchases, offers or sales; it will not offer or sell any Securities acquired pursuant to this Agreement or any Terms Agreement, directly or indirectly, in Canada or to any resident of Canada without the consent of the Bank, and further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein;any Securities that may be entered into by such Agent; and (c) this Agreement has been duly authorizedwith respect to any offering of Securities that are “indexed notes” (as such term is defined in the Prospectus Supplement,” it will convey all applicable Time of Sale Information, executed and delivered by including any information appearing on Schedule III to Annex I of the Terms Agreement, to investors prior to confirming sales (it and constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as enforcement thereof being understood that such information may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting conveyed orally); provided that the rights of creditors generally, except as limited final pricing information need not be disclosed prior to confirming sales if such non-disclosure is consistent with the letter sent to certain financial institutions by the application Commission’s Office of equitable principles when equitable remedies are sought and except as rights to indemnityCapital Markets Trends on February 21, contribution and waiver of contribution may be limited by applicable Laws; (d) as to Echelon and Laurentian only, it will offer the Offered Shares for sale to the public in the Qualifying Jurisdictions, directly and through sub-agents, if any, in compliance with Applicable Securities Laws and upon the terms and conditions set forth in this Agreement; (e) it will conduct activities in connection with the Offering in compliance with all Applicable Securities Laws and upon the terms and conditions set forth in the Final Prospectus and this Agreement and cause a similar covenant to be obtained from sub-agents, if any, in connection with the distribution of the Offered Shares; (f) it will refrain from advertising the Offering by (A) printed public media of general and regular paid circulation, (B) radio, (C) television or (D) telecommunications, including electronic display and not make use of any green sheet or other internal marketing document without the prior written consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheld; and (g) it will comply with, and ensure that its directors, officers, employees and affiliates comply with all applicable market stabilization rules and requirements of the Securities Commissions and Applicable Securities Laws2013.

Representations and Warranties of the Agents. Each of the Agents hereby severally (and not jointly or jointly and severally) Agent also represents, and warrants and covenants to the Corporationto, and acknowledges that agrees with, the Corporation is relying upon each of such representationsBank, warranties and covenants in entering into the transactions contemplated hereby, as followsthat: (a) it iswill comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Securities or possesses or distributes the Preliminary Prospectus or the Prospectus or any other offering material and will remainobtain any consent, until approval or permission required by it for the completion purchase, offer or sale by it of Securities under the Offeringlaws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder;offers or sales; and (b) it has all requisite corporate power and authority will not offer or sell any Securities acquired pursuant to enter into this Agreement or any Terms Agreement, directly or indirectly, in Canada or to any resident of Canada without the consent of the Bank, and further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein;any Securities that may be entered into by such Agent. (c) this Agreement (i) it has been duly authorizednot made and will not make an offer of Securities to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Xxx 0000 (as amended) (the “FSMA”) except to legal entities which are authorized or regulated to operate in the financial markets or, executed if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by the Bank of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority; (ii)it has only communicated or caused to be communicated and delivered will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the Bank; and (iii) it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it and constitutes a legalin relation to the Securities in, valid and binding obligation of it enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium from or similar laws affecting otherwise involving the rights of creditors generally, except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity, contribution and waiver of contribution may be limited by applicable LawsUnited Kingdom; (d) as in relation to Echelon each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and Laurentian only, including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer the Offered Shares for sale of Securities to the public in that Relevant Member State prior to the Qualifying Jurisdictionspublication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, directly where appropriate, approved in another Relevant Member State and through sub-agentsnotified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State at any time: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) to fewer than 100 (or, if anythe Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive 150) natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or (iii) in compliance with Applicable any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or of a supplement to a prospectus pursuant to Article 16 of the Prospectus Directive, which do not require the publication by the Bank of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities Laws to the public” in relation to any Securities in any Relevant Member State means the communication in any form and upon by any means of sufficient information on the terms of the offer and conditions set forth the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in this Agreement;that member state by any measure implementing the Prospectus Directive in that member state and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State. “2010 PD Amending Directive” means Directive 2010/73/EU. (e) it will conduct activities the Securities have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be offered or sold, directly or indirectly, in connection with Japan or to, or for the Offering account or benefit, of any resident of Japan, or to, or for the account or benefit, of any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit, of any resident of Japan except (A) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the Securities and Exchange Law of Japan and (B) in compliance with all Applicable the other relevant laws and regulations of Japan; each agrees to provide any necessary information on Securities Laws and upon denominated or payable in Yen to the terms and conditions set forth in Bank (which shall not include the Final Prospectus and this Agreement and cause a similar covenant names of clients) so that the Bank may make any required reports to be obtained from sub-agents, if any, in connection with the distribution Ministry of the Offered SharesFinance through its designated agent; (f) it will refrain from advertising the Offering Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder; (i) neither the Prospectus Supplement nor any accompanying prospectus has been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, any prospectus supplement or any accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (A) printed public media to an institutional investor under Section 274 of general the Securities and regular paid circulationFutures Act, Chapter 289 of Singapore (the “SFA”), (B) radioto a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (C) television otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA; and(ii) where the Securities are purchased under Section 275 by a relevant person which is: (A) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (DB) telecommunicationsa trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, including electronic display shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not make use of any green sheet be transferable for 6 months after that corporation or other internal marketing document without that trust has acquired the prior written consent shares under Section 275 except: (A) to an institutional investor under Section 274 of the CorporationSFA or to a relevant person, such consent or any person pursuant to be promptly considered Section 275(1A), and not to be unreasonably withheldin accordance with the conditions, specified in Section 275 of the SFA; (B) where no consideration is given for the transfer; or (C) by operation of law; and (gh) it the issue of any Securities denominated in Swiss francs or carrying a Swiss franc-related element will comply withbe effected in compliance with the relevant regulations of the Swiss National Bank, which currently require that such issues have a maturity of more than one year, to be effected through a bank domiciled in Switzerland that is regulated under the Swiss Federal Law on Banks and ensure that its directorsSavings Banks of 1934 (as amended) (which includes a branch or subsidiary located in Switzerland of a foreign bank) or through a securities dealer which has been licensed as a securities dealer under the Swiss Federal Law on Stock Exchanges and Securities Trading of 1995 (except for issues of Securities denominated in Swiss francs on a syndicated basis, officerswhere only the lead manager need be a bank domiciled in Switzerland); the relevant agent agrees to report certain details of the relevant transaction to the Swiss National Bank no later than the time of delivery of the Securities. With regard to each Security, employees and affiliates the relevant purchaser will be required to comply with all applicable market stabilization rules those restrictions that the Bank and requirements of the Securities Commissions relevant purchaser shall agree and Applicable Securities Lawsas shall be set out in the relevant Pricing Supplement.

Representations and Warranties of the Agents. 5.1 Each of Agent represents and warrants to the Agents hereby Company, severally (and not jointly or jointly and severally) represents, warrants and covenants to the Corporationjointly, and acknowledges that the Corporation Company is relying upon each of such representations, representations and warranties and covenants in entering into the transactions contemplated herebythis Agreement, as followsthat: (a) the Agent and its U.S. Affiliate, if applicable, are valid and subsisting corporations duly incorporated and in good standing under the laws of the jurisdiction in which they are incorporated; (b) the Agent has all requisite power and authority and good and sufficient right and authority to enter into, deliver and carry out its obligations under this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein and upon such execution and delivery this Agreement shall constitute a legal, valid and binding obligation of the Agent, enforceable against the Agent in accordance with its terms, subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that enforcement of the rights to indemnity and contribution set out in this Agreement; (c) it is, and will remain, until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfil fulfill its obligations hereunder; (b) it has all requisite corporate power , and authority to enter into this Agreement at least one Agent is and to carry out will remain, until the transactions contemplated under this Agreement on completion of the terms and conditions set forth herein; (c) this Agreement has been duly authorizedOffering, executed and delivered by it and constitutes a legal, valid and binding obligation so registered in each of it enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity, contribution and waiver of contribution may be limited by applicable LawsQualifying Provinces; (d) as to Echelon and Laurentian onlythe Agents will not, it will offer in connection with the Offered Shares for sale services provided hereunder, make any representations or warranties with respect to the public Company or its securities; (e) no Agent that is a non-resident for the purposes of the Income Tax Act (Canada) will render any services under this Agreement in Canada; (f) the Qualifying Jurisdictions, directly Agent and through sub-agentsthe U.S. Affiliate, if anyapplicable, will conduct all their activities of, and in connection with, arranging for the sale of the Special Warrants in compliance with Applicable Securities Laws and upon the terms and conditions set forth in this Agreement; (e) it will conduct activities in connection with the Offering in compliance with all Applicable Securities Laws and upon the terms and conditions set forth in the Final Prospectus and this Agreement and cause a similar covenant to be obtained from sub-agents, if any, in connection with the distribution of the Offered Shares; (f) it will refrain from advertising the Offering by (A) printed public media of general and regular paid circulation, (B) radio, (C) television or (D) telecommunications, including electronic display and not make use of any green sheet or other internal marketing document without the prior written consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheldLaws; and (g) it will comply withthe Agent and the U.S. Affiliate, if applicable, are appropriately registered under the Applicable Securities Laws or are exempt from the requirements under Applicable Securities Laws under a category that permits them to lawfully fulfill their obligations hereunder. 5.2 The representations and ensure that its directors, officers, employees and affiliates comply with all applicable market stabilization rules and requirements warranties of the Securities Commissions Agents contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and Applicable Securities Lawsthey shall survive the completion of the transactions contemplated under this Agreement.

Representations and Warranties of the Agents. Each of the Agents hereby severally (and not jointly or jointly and severally) Agent also represents, and warrants and covenants to the Corporationto, and acknowledges that agrees with, the Corporation is relying upon each of such representationsBank, warranties and covenants in entering into the transactions contemplated hereby, as followsthat: (a) it iswill comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Securities or possesses or distributes the Preliminary Prospectus or the Prospectus or any other offering material and will remainobtain any consent, until approval or permission required by it for the completion purchase, offer or sale by it of Securities under the Offeringlaws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder;offers or sales; and (b) it has all requisite corporate power and authority will not offer or sell any Securities acquired pursuant to enter into this Agreement or any Terms Agreement, directly or indirectly, in Canada or to any resident of Canada without the consent of the Bank, and further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein;any Securities that may be entered into by such Agent. (c) this Agreement (i) it has been duly authorizednot made and will not make an offer of Securities to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Axx 0000 (as amended) (the “FSMA”) except to legal entities which are authorized or regulated to operate in the financial markets or, executed if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by the Bank of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority; (ii) it has only communicated or caused to be communicated and delivered will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Axx 0000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the Bank; and (iii) it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it and constitutes a legalin relation to the Securities in, valid and binding obligation of it enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium from or similar laws affecting otherwise involving the rights of creditors generally, except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity, contribution and waiver of contribution may be limited by applicable LawsUnited Kingdom; (d) as in relation to Echelon each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and Laurentian only, including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer the Offered Shares for sale of Securities to the public in that Relevant Member State prior to the Qualifying Jurisdictionspublication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, directly where appropriate, approved in another Relevant Member State and through sub-agentsnotified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if anynot so authorized or regulated, whose corporate purpose is solely to invest in compliance with Applicable Securities Laws securities; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and upon (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the terms and conditions set forth in this Agreementpublication by the Bank of a prospectus pursuant to Article 3 of the Prospectus Directive; (e) it will conduct activities the Securities have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be offered or sold, directly or indirectly, in connection with Japan or to, or for the Offering account or benefit, of any resident of Japan, or to, or for the account or benefit, of any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit, of any resident of Japan except (A) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the Securities and Exchange Law of Japan and (B) in compliance with all Applicable the other relevant laws and regulations of Japan; each agrees to provide any necessary information on Securities Laws and upon denominated or payable in Yen to the terms and conditions set forth in Bank (which shall not include the Final Prospectus and this Agreement and cause a similar covenant names of clients) so that the Bank may make any required reports to be obtained from sub-agents, if any, in connection with the distribution Ministry of the Offered SharesFinance through its designated agent; (f) it will refrain from advertising the Offering Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder; (g) (i) neither the prospectus supplement nor any accompanying prospectus has been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, any prospectus supplement or any accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (A) printed public media to an institutional investor under Section 274 of general the Securities and regular paid circulationFutures Act, Chapter 289 of Singapore (the “SFA”), (B) radioto a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (C) television otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA; and (ii) where the Securities are purchased under Section 275 by a relevant person which is: (A) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (DB) telecommunicationsa trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, including electronic display shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not make use of any green sheet be transferable for 6 months after that corporation or other internal marketing document without that trust has acquired the prior written consent shares under Section 275 except: (A) to an institutional investor under Section 274 of the CorporationSFA or to a relevant person, such consent or any person pursuant to be promptly considered Section 275(1A), and not to be unreasonably withheldin accordance with the conditions, specified in Section 275 of the SFA; (B) where no consideration is given for the transfer; or (C) by operation of law; and (gh) it the issue of any Securities denominated in Swiss francs or carrying a Swiss franc-related element will comply withbe effected in compliance with the relevant regulations of the Swiss National Bank, which currently require that such issues have a maturity of more than one year, to be effected through a bank domiciled in Switzerland that is regulated under the Swiss Federal Law on Banks and ensure that its directorsSavings Banks of 1934 (as amended) (which includes a branch or subsidiary located in Switzerland of a foreign bank) or through a securities dealer which has been licensed as a securities dealer under the Swiss Federal Law on Stock Exchanges and Securities Trading of 1995 (except for issues of Securities denominated in Swiss francs on a syndicated basis, officerswhere only the lead manager need be a bank domiciled in Switzerland); the relevant agent agrees to report certain details of the relevant transaction to the Swiss National Bank no later than the time of delivery of the Securities. With regard to each Security, employees and affiliates the relevant purchaser will be required to comply with all applicable market stabilization rules those restrictions that the Bank and requirements the relevant purchaser shall agree and as shall be set out in the relevant Pricing Supplement. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities Commissions to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state and Applicable Securities Lawsthe expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Representations and Warranties of the Agents. Each of the Agents hereby severally (represents and not jointly or jointly and severally) representswarrants to, warrants and covenants to with, the CorporationCompany, and acknowledges that the Corporation Company is relying upon each of such representations, representations and warranties and covenants in entering into completing the transactions Closing, that as of the Closing Time or as of such other time as is contemplated herebyby any representation, as followswarranty or covenant set forth below: (a) it is, and will remain, until the completion each Agent (or each of its duly appointed members of the OfferingSelling Group, appropriately as applicable) is duly qualified and registered under Applicable Securities Laws so to carry on business as to permit it to lawfully fulfil its obligations hereundera dealer in each of the Qualifying Jurisdictions where the sale of the Units requires such qualification and/or registration in a manner that permits the sale of the Units on the basis described in section 2.2; (b) it each Agent will, if appointing members of the Selling Group to assist in the distribution of the Units to Purchasers, agree to (and will require member of the Selling Group to agree to) comply with the Securities Laws in connection with the Offering, and will only offer the Units for sale to Purchasers on a “private placement” basis directly; (c) each Agent has all requisite corporate power and authority to enter into into, deliver and carry out its obligations under this Agreement and to carry out complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (cd) this Agreement has been duly authorizedeach Agent will (and will require members of the Selling Group to agree to) offer and solicit offers for the purchase of the Units on a commercially reasonable efforts private placement basis, executed and, in each case, in compliance with applicable Securities Laws and delivered by it only from such persons and constitutes a legalin such manner that, valid and binding obligation of it enforceable against it in accordance with its termspursuant to applicable Securities Laws, except as enforcement thereof may be limited by bankruptcyno prospectus, insolvency, reorganization, moratorium registration statement or similar laws affecting document need be delivered or filed, other than any prescribed reports of the rights issue and sale of creditors generallythe Units and, except as limited by in the application case of equitable principles when equitable remedies are sought and except as rights to indemnity, contribution and waiver of contribution may be limited by applicable Laws; (d) as to Echelon and Laurentian only, it will offer the Offered Shares for sale to the public in any jurisdiction other than the Qualifying Jurisdictions, directly and through sub-agents, if any, in compliance with Applicable Securities Laws and upon the terms and conditions set forth in this Agreementno filing or other continuous disclosure obligations will be created; (e) it each Agent will conduct activities (and will require members of the Selling Group to agree to) only make offers or sales of Units in connection accordance with the Offering in compliance with all Applicable Securities Laws and upon the terms and conditions set forth in the Final Prospectus and of this Agreement and cause a similar covenant to be obtained from sub-agentsthe Subscription Agreements and has not made, if anyand will not make, any representations or warranties about the Company and/or the Units other than as set out in connection with the distribution of Subscription Agreements and the Offered SharesInvestor Presentation; (f) it each Agent will refrain from not (and will require members of the Selling Group to agree not to) engage in any form of general solicitation or general advertising within the Offering by (A) meaning of Canadian Securities Laws in connection with the offer and sale of the Units, including but not limited to, causing the sale of the Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, (B) broadcast over radio, (C) television or (D) telecommunications, including electronic display display, or conduct any seminar or meeting relating to the offer and sale of the Units whose attendees have been invited by general solicitation or advertising, in either case in violation of Canadian Securities Laws; (g) other than the Investor Presentation, the Agents will not (and will require members of the Selling Group to agree not to) provide prospective purchasers of the Units any document or other material or information that would constitute an offering memorandum within the meaning of Canadian Securities Laws, and will not make use of any green sheet greensheet or other internal marketing document document, without the prior written consent of the CorporationCompany; (h) each Agent will (and will require members of the Selling Group to agree to) obtain from each Purchaser resident in the Qualifying Jurisdictions an executed Subscription Agreement in a form reasonably acceptable to the Company relating to the Offering, such consent to together with all documentation (including documents required by the CSE, if any) as may be promptly considered and not to be unreasonably withheldnecessary in connection with subscriptions for Units; and (gi) it each Agent will comply with, (and ensure that its directors, officers, employees and affiliates comply will require members of the Selling Group to agree to) provide the Company on the Closing Date with all applicable market stabilization rules necessary information in respect of the Agent and requirements of the Purchasers to allow the Company to file with the Securities Commissions reports of the distribution of the Offered Securities in accordance with Canadian Securities Laws and Applicable Securities Lawsthe required time frames.

Representations and Warranties of the Agents. Each of the Agents hereby severally (and not jointly or jointly and severally) Agent also represents, and warrants and covenants to the Corporationto, and acknowledges that agrees with, the Corporation is relying upon each of such representationsBank, warranties and covenants in entering into the transactions contemplated hereby, as followsthat: (a) it iswill comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Securities or possesses or distributes the Preliminary Prospectus or the Prospectus or any other offering material and will remainobtain any consent, until approval or permission required by it for the completion purchase, offer or sale by it of Securities under the Offeringlaws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder;offers or sales; and (b) it has all requisite corporate power and authority will not offer or sell any Securities acquired pursuant to enter into this Agreement or any Terms Agreement, directly or indirectly, in Canada or to any resident of Canada without the consent of the Bank, and further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein;any Securities that may be entered into by such Agent. (c) this Agreement (i) it has been duly authorizednot made and will not make an offer of Securities to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”) except to legal entities which are authorized or regulated to operate in the financial markets or, executed if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by the Bank of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority; (ii) it has only communicated or caused to be communicated and delivered will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the Bank; and (iii) it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it and constitutes a legalin relation to the Securities in, valid and binding obligation of it enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium from or similar laws affecting otherwise involving the rights of creditors generally, except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity, contribution and waiver of contribution may be limited by applicable LawsUnited Kingdom; (d) as in relation to Echelon each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and Laurentian only, including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer the Offered Shares for sale of Securities to the public in that Relevant Member State prior to the Qualifying Jurisdictionspublication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, directly where appropriate, approved in another Relevant Member State and through sub-agentsnotified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if anynot so authorized or regulated, whose corporate purpose is solely to invest in compliance with Applicable Securities Laws securities; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and upon (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the terms and conditions set forth in this Agreementpublication by the Bank of a prospectus pursuant to Article 3 of the Prospectus Directive; (e) it will conduct activities the Securities have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be offered or sold, directly or indirectly, in connection with Japan or to, or for the Offering account or benefit, of any resident of Japan, or to, or for the account or benefit, of any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit, of any resident of Japan except (A) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the Securities and Exchange Law of Japan and (B) in compliance with all Applicable the other relevant laws and regulations of Japan; each agrees to provide any necessary information on Securities Laws and upon denominated or payable in Yen to the terms and conditions set forth in Bank (which shall not include the Final Prospectus and this Agreement and cause a similar covenant names of clients) so that the Bank may make any required reports to be obtained from sub-agents, if any, in connection with the distribution Ministry of the Offered SharesFinance through its designated agent; (f) it will refrain from advertising the Offering Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder; (g) (i) neither the prospectus supplement nor any accompanying prospectus has been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, any prospectus supplement or any accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (A) printed public media to an institutional investor under Section 274 of general the Securities and regular paid circulationFutures Act, Chapter 289 of Singapore (the “SFA”), (B) radioto a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (C) television otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA; and (ii) where the Securities are purchased under Section 275 by a relevant person which is: (A) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (DB) telecommunicationsa trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, including electronic display shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not make use of any green sheet be transferable for 6 months after that corporation or other internal marketing document without that trust has acquired the prior written consent shares under Section 275 except: (A) to an institutional investor under Section 274 of the CorporationSFA or to a relevant person, such consent or any person pursuant to be promptly considered Section 275(1A), and not to be unreasonably withheldin accordance with the conditions, specified in Section 275 of the SFA; (B) where no consideration is given for the transfer; or (C) by operation of law; and (gh) it the issue of any Securities denominated in Swiss francs or carrying a Swiss franc-related element will comply withbe effected in compliance with the relevant regulations of the Swiss National Bank, which currently require that such issues have a maturity of more than one year, to be effected through a bank domiciled in Switzerland that is regulated under the Swiss Federal Law on Banks and ensure that its directorsSavings Banks of 1934 (as amended) (which includes a branch or subsidiary located in Switzerland of a foreign bank) or through a securities dealer which has been licensed as a securities dealer under the Swiss Federal Law on Stock Exchanges and Securities Trading of 1995 (except for issues of Securities denominated in Swiss francs on a syndicated basis, officerswhere only the lead manager need be a bank domiciled in Switzerland); the relevant agent agrees to report certain details of the relevant transaction to the Swiss National Bank no later than the time of delivery of the Securities. With regard to each Securities, employees and affiliates the relevant purchaser will be required to comply with all applicable market stabilization rules those restrictions that the Bank and requirements the relevant purchaser shall agree and as shall be set out in the relevant Pricing Supplement. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities Commissions to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state and Applicable Securities Lawsthe expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Representations and Warranties of the Agents. Each of the Agents hereby severally (and not jointly or jointly and severally) Agent also represents, and warrants and covenants to the Corporationto, and acknowledges that agrees with, the Corporation is relying upon each of such representationsBank, warranties and covenants in entering into the transactions contemplated hereby, as followsthat: (a) it iswill comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Securities or possesses or distributes the Prospectus supplement or the accompanying prospectus or any other offering material and will remainobtain any consent, until approval or permission required by it for the completion purchase, offer or sale by it of Securities under the Offeringlaws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunderoffers or sales; (b) it has all requisite corporate power and authority will not offer or sell any Securities acquired pursuant to enter into this Agreement or any Terms Agreement, directly or indirectly, in Canada or to any resident of Canada without the consent of the Bank, and further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to carry out the transactions contemplated under this Agreement on the terms and conditions set forth hereinany Securities that may be entered into by such Agent; (c) this Agreement (i) it has been duly authorizednot made and will not make an offer of Securities to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (as amended) ("FSMA") except to legal entities which are authorized or regulated to operate in the financial markets or, executed if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by the Bank of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority ("FSA"); (ii) it has only communicated or caused to be communicated and delivered will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the Bank; and (iii) it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it and constitutes a legalin relation to the Securities in, valid and binding obligation of it enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium from or similar laws affecting otherwise involving the rights of creditors generally, except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity, contribution and waiver of contribution may be limited by applicable LawsUnited Kingdom; (d) as in relation to Echelon each member state of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and Laurentian only, including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer the Offered Shares for sale of Securities to the public in that Relevant Member State prior to the Qualifying Jurisdictionspublication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, directly where appropriate, approved in another Relevant Member State and through sub-agentsnotified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if anynot so authorized or regulated, whose corporate purpose is solely to invest in compliance with Applicable Securities Laws securities; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than (euro)43,000,000 and upon (3) an annual net turnover of more than (euro)50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the terms and conditions set forth in this Agreementpublication by the Bank of a prospectus pursuant to Article 3 of the Prospectus Directive; (e) it will conduct activities the Securities have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be offered or sold, directly or indirectly, in connection with Japan or to, or for the Offering account or benefit, of any resident of Japan, or to, or for the account or benefit, of any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit, of any resident of Japan except (A) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the Securities and Exchange Law of Japan and (B) in compliance with all Applicable the other relevant laws and regulations of Japan; each agrees to provide any necessary information on Securities Laws and upon denominated or payable in Yen to the terms and conditions set forth in Bank (which shall not include the Final Prospectus and this Agreement and cause a similar covenant names of clients) so that the Bank may make any required reports to be obtained from sub-agents, if any, in connection with the distribution Ministry of the Offered SharesFinance through its designated agent; (f) it will refrain from advertising the Offering Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder; (i) neither the prospectus supplement nor any accompanying prospectus has been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, any prospectus supplement or any accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (A) printed public media to an institutional investor under Section 274 of general the Securities and regular paid circulationFutures Act, Chapter 289 of Singapore (the "SFA"), (B) radioto a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (C) television otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA; and (ii) where the Securities are purchased under Section 275 by a relevant person which is: (A) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (DB) telecommunicationsa trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, including electronic display shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not make use of any green sheet be transferable for 6 months after that corporation or other internal marketing document without that trust has acquired the prior written consent shares under Section 275 except: (A) to an institutional investor under Section 274 of the CorporationSFA or to a relevant person, such consent or any person pursuant to be promptly considered Section 275(1A), and not to be unreasonably withheldin accordance with the conditions, specified in Section 275 of the SFA; (B) where no consideration is given for the transfer; or (C) by operation of law; and (gh) it the issue of any Securities denominated in Swiss francs or carrying a Swiss franc-related element will comply withbe effected in compliance with the relevant regulations of the Swiss National Bank, which currently require that such issues have a maturity of more than one year, to be effected through a bank domiciled in Switzerland that is regulated under the Swiss Federal Law on Banks and ensure that its directorsSavings Banks of 1934 (as amended) (which includes a branch or subsidiary located in Switzerland of a foreign bank) or through a securities dealer which has been licensed as a securities dealer under the Swiss Federal Law on Stock Exchanges and Securities Trading of 1995 (except for issues of Securities denominated in Swiss francs on a syndicated basis, officerswhere only the lead manager need be a bank domiciled in Switzerland); the relevant agent agrees to report certain details of the relevant transaction to the Swiss National Bank no later than the time of delivery of the Securities. With regard to each Securities, employees and affiliates the relevant purchaser will be required to comply with all applicable market stabilization rules those restrictions that the Bank and requirements the relevant purchaser shall agree and as shall be set out in the relevant Pricing Supplement. For the purposes of this provision, the expression an "offer of Securities to the public" in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities Commissions to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state and Applicable Securities Lawsthe expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.