Common use of Representations, Warranties and Agreements of the Bank Clause in Contracts

Representations, Warranties and Agreements of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters that: (a) The Bank meets the requirements under the Securities Act (Ontario) and the rules, regulations and national, multijurisdictional or local instruments and published policy statements applicable in the Province of Ontario, including the rules and procedures established pursuant to National Instrument 44-101 — Short Form Prospectus Distributions and National Instrument 44-102 — Shelf Distributions (the “Shelf Procedures”), for the distribution of the Securities in the Province of Ontario pursuant to a final short form shelf prospectus (collectively, the “Ontario Securities Laws”); a final short form base shelf prospectus in respect of up to US$8,000,000,000 aggregate initial offering amount of debt securities of the Bank (the “Shelf Securities”) has been filed with the Ontario Securities Commission (the “Reviewing Authority”) as the review jurisdiction under National Instrument 44-101 in respect of the offering of the Securities; a receipt has been obtained from the Reviewing Authority in respect of such final short form base shelf prospectus in the form heretofore delivered to the Representatives (together with all documents filed in connection therewith and all documents incorporated by reference therein); no other document pertaining to such final short form base shelf prospectus or document incorporated by reference therein has been filed with the Reviewing Authority except for any documents heretofore delivered to the Representatives; no order having the effect of ceasing or suspending the distribution of the Shelf Securities (including the Securities) has been issued by the Reviewing Authority and no proceeding for that purpose has been initiated or, to the knowledge of the Bank, threatened by the Reviewing Authority (the final short form base shelf prospectus, as most recently amended, if applicable,

Representations, Warranties and Agreements of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters that: (a) The Bank meets the requirements under the Securities Act (Ontario) and the rules, regulations and national, multijurisdictional or local instruments and published policy statements applicable in the Province of Ontario, including the rules and procedures established pursuant to National Instrument 44-101 — Short Form Prospectus Distributions and National Instrument 44-102 — Shelf Distributions (the “Shelf Procedures”), for the distribution of the Securities in the Province of Ontario pursuant to a final short form shelf prospectus (collectively, the “Ontario Securities Laws”); a final short form base shelf prospectus in respect of up to US$8,000,000,000 aggregate initial offering amount of debt securities of the Bank (the “Shelf Securities”) has been filed with the Ontario Securities Commission (the “Reviewing Authority”) as the review jurisdiction under National Instrument 44-101 in respect of the offering of the Securities; a receipt has been obtained from the Reviewing Authority in respect of such final short form base shelf prospectus in the form heretofore delivered to the Representatives (together with all documents filed in connection therewith and all documents incorporated by reference therein); no other document pertaining to such final short form base shelf prospectus or document incorporated by reference therein has been filed with the Reviewing Authority except for any documents heretofore delivered to the Representatives; no order having the effect of ceasing or suspending the distribution of the Shelf Securities (including the Securities) has been issued by the Reviewing Authority and no proceeding for that purpose has been initiated or, to the knowledge of the Bank, threatened by the Reviewing Authority (the final short form base shelf prospectus, as most recently amended, if applicable,by

Representations, Warranties and Agreements of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter that: (a) The Bank meets the requirements under the Securities Act (Ontario) and the rules, regulations and national, multijurisdictional or local instruments and published policy statements applicable in the Province of Ontario, including the rules and procedures established pursuant to National Instrument 44-101 — Short Form Prospectus Distributions and National Instrument 44-102 — Shelf Distributions (the “Shelf Procedures”), for the distribution of the Securities in the Province of Ontario pursuant to a final short form shelf prospectus (collectively, the “Ontario Securities Laws”); a final short form base shelf prospectus in respect of up to US$8,000,000,000 aggregate initial offering amount of debt securities of the Bank (the “Shelf Securities”) has been filed with the Ontario Securities Commission (the “Reviewing Authority”) as the review jurisdiction under National Instrument 44-101 in respect of the offering of the Securities; a receipt has been obtained from the Reviewing Authority in respect of such final short form base shelf prospectus in the form heretofore delivered to the Representatives Underwriter (together with all documents filed in connection therewith and all documents incorporated by reference therein); no other document pertaining to such final short form base shelf prospectus or document incorporated by reference therein has been filed with the Reviewing Authority except for any documents heretofore delivered to the RepresentativesUnderwriter; no order having the effect of ceasing or suspending the distribution of the Shelf Securities (including the Securities) has been issued by the Reviewing Authority and no proceeding for that purpose has been initiated or, to the knowledge of the Bank, threatened by the Reviewing Authority (the final short form base shelf prospectus, as most recently amended, if applicable, including the documents incorporated by reference therein, filed with the Reviewing Authority on or before the date of this Agreement for which a receipt has been obtained being hereinafter called the “Canadian Base Prospectus”); the final prospectus supplement relating to the offering of the Securities, to be filed with the Reviewing Authority in accordance with the Ontario Securities Laws and in accordance with Section 6(a) hereof, together with the Canadian Base Prospectus, is hereinafter called the “Canadian Prospectus”. As used herein, the terms “Canadian Base Prospectus,” and “Canadian Prospectus” shall include the documents, if any, incorporated by reference therein. (b) The Bank meets the general eligibility requirements for use of Form F-9 under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Bank has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-9 (File No. 333- 168062), as amended, providing for the registration of the Shelf Securities under the Securities Act and an appointment of agent for service of process on Form F-X (the “Form F-X”) relating to the registration statement. The Bank has caused the Trustee to prepare and file with the Commission a Form T-1 Statement of Eligibility and Qualification of the Trustee (the “Form T-1”) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); there are no reports or other information that, in accordance with the requirements of the Reviewing Authority, must be made publicly available in connection with the offering of the Securities that have not been made publicly available as required; there are no documents required to be filed with the Reviewing Authority in connection with the Prospectuses (as defined below) that have not been filed as required; there are no contracts, documents or other materials required to be described or referred to in the Registration Statement or the Prospectuses or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, referred to or filed or incorporated by reference as required and, in the case of those documents filed, delivered to the Underwriter. The registration statement as amended as of the Effective Date (as defined below), including the prospectus constituting a part thereof, all exhibits thereto (but excluding the Form T-1) and the documents incorporated by reference therein at the time such registration statement became effective, is hereinafter called the “Registration Statement”; “Effective Date” means any date to which any part of the Registration Statement or any post-effective amendment relating to the Securities became, or is deemed to have become, effective under the Securities Act for purposes of liability under Section 11 of the Securities Act of the Underwriter with respect to the offering, including in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”); the base prospectus relating to the Shelf Securities filed as part of the Registration Statement, including the documents incorporated by reference therein, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”; the term sheet, the form of which is set forth in Schedule IV hereto and including as Schedule A the final prospectus supplement relating to the Securities, dated December 6, 2010, and the other free writing prospectuses, if any, each identified in Schedule I hereto, is hereinafter referred to as the “Pricing Disclosure Package”. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the

Representations, Warranties and Agreements of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters that: (a) The Bank meets the requirements under the Securities Act (Ontario) and the rules, regulations and national, multijurisdictional or local instruments and published policy statements applicable in the Province of Ontario, including the rules and procedures established pursuant to National Instrument 44-101 — Short Form Prospectus Distributions and National Instrument 44-102 — Shelf Distributions (the “Shelf Procedures”), for the distribution of the Securities in the Province of Ontario pursuant to a final short form shelf prospectus (collectively, the “Ontario Securities Laws”); a final short form base shelf prospectus in respect of up to US$8,000,000,000 aggregate initial offering amount of debt securities of the Bank (the “Shelf Securities”) has been filed with the Ontario Securities Commission (the “Reviewing Authority”) as the review jurisdiction under National Instrument 44-101 in respect of the offering of the Securities; a receipt has been obtained from the Reviewing Authority in respect of such final short form base shelf prospectus in the form heretofore delivered to the Representatives (together with all documents filed in connection therewith and all documents incorporated by reference therein); no other document pertaining to such final short form base shelf prospectus or document incorporated by reference therein has been filed with the Reviewing Authority except for any documents heretofore delivered to the Representatives; no order having the effect of ceasing or suspending the distribution of the Shelf Securities (including the Securities) has been issued by the Reviewing Authority and no proceeding for that purpose has been initiated or, to the knowledge of the Bank, threatened by the Reviewing Authority (the final short form base shelf prospectus, as most recently amended, if applicable,, including the documents incorporated by reference therein, filed with the