Agency Agreement, dated as of November 17, 2021, among Canadian Pacific Railway Company and BMO Nesbitt Burns Inc. and Goldman Sachs Canada Inc., as representatives of the several Agents named therein

Offering of 1.589% Notes due 2023 and 2.540% Notes due 2028

CPRL’s audited consolidated financial statements and the notes thereto for the financial years ended December 31, 2020 and December 31, 2019 and for each of the years in the three-year period ended December 31, 2020, together with the report of the Auditors thereon; and

CPRL’s management’s discussion and analysis for the financial year ended December 31, 2020;

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

the MRRS Decision Document “In the Matter of the Securities Legislation of Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Newfoundland, Prince Edward Island, the Northwest Territories, the Yukon and Nunavut and In the Matter of the Mutual Reliance Review System for Exemptive Relief Applications and In the Matter of Canadian Pacific Limited, PanCanadian Petroleum Limited, Canadian Pacific Railway Company, CP Ships Limited, Canadian Pacific Railway Limited, Fording Arrangement Inc., PanCanadian Energy Corporation and FHR Investments Inc.” dated September 21, 2001 and issued by the ASC (the “ASC MRRS Decision”),

Order 2011-00051 “In the Matter of the Securities Act, S.N.B. 2004 c.S-5.5, as amended (Act) and In the Matter of Canadian Pacific Railway Company” dated June 20, 2011 and issued by the New Brunswick Securities Commission (the “NB Order”); and

the Order “In the Matter of the Securities Legislation of Prince Edward Island and In the Matter of Canadian Pacific Railway Company” dated June 17, 2011 and issued by the Prince Edward Island Securities Office (the “PEI Order”);

CPRL’s unaudited interim comparative financial statements and the notes thereto as at and for the 3 and 9 months ended September 30, 2021; and

CPRL’s management discussion and analysis dated October 20, 2021 for the 3 and 9 months ended September 30, 2021;

Qualification of Prospectus by the Company for the Offering

The Company covenants that the Offered Notes will be duly and validly created, authorized and issued by the Company at the Closing Time in accordance with the terms and conditions of this Agreement and the Trust Indenture and will have attributes and characteristics which conform to the attributes and characteristics as set out in Schedule “A” hereto.

The Company represents and warrants to the Agents that the Company has prepared and filed the Preliminary Base Shelf Prospectus with the Canadian Securities Regulators and has obtained a receipt from the ASC for the Preliminary Base Shelf Prospectus, which receipt also evidences that the Ontario Securities Commission has issued a receipt for the Preliminary Base Shelf Prospectus. Pursuant to the Passport System, a receipt for the Preliminary Base Shelf Prospectus is deemed to be issued by the regulator in each of the Qualifying Provinces other than the Province of Ontario if the conditions of the Passport System have been satisfied.

The Company represents and warrants to the Agents that the Company has prepared and filed the Final Base Shelf Prospectus with the Canadian Securities Regulators and has obtained a receipt from the ASC for the Final Base Shelf Prospectus, which receipt also evidences that the Ontario Securities Commission has issued a receipt for the Final Base Shelf Prospectus. Pursuant to the Passport System, a receipt for the Final Base Shelf Prospectus is deemed to be issued by the regulator in each of the Qualifying Provinces other than the Province of Ontario if the conditions of the Passport System have been satisfied.

The Company covenants with the Agents that it shall have, by no later than 9:00 p.m. (Calgary time) on November 18, 2021, prepared and filed the Prospectus Supplement with the Canadian Securities Regulators, and will promptly fulfil and comply with, to the satisfaction of the Agents, acting reasonably, Applicable Securities Laws required to be fulfilled or complied with by the Company to enable the Offered Notes to be lawfully distributed to the public in the Qualifying Provinces through the Agents or any other investment dealers or brokers, in each case registered as such in the Qualifying Provinces that are and act in compliance with the terms of their registrations as such.

Until the completion of the distribution of the Offered Notes, the Company shall promptly take all additional steps and proceedings that from time to time may be required under the Applicable Securities Laws in each Qualifying Province to continue to qualify the Offered Notes for distribution or, in the event that the Offered Notes, have, for any reason, ceased to so qualify, to again qualify the Offered Notes for distribution.

Prior to the filing of the Prospectus Supplement, the Company shall have permitted the Agents to participate fully in the preparation of the Prospectus Supplement and shall have allowed the Agents to conduct all due diligence investigations that they reasonably require in order to fulfil their obligations as Agents under the Applicable Securities Laws and in order to enable them responsibly to execute the certificate in such Prospectus Supplement required to be executed by them.

Representations, Warranties and Covenants of the Agents

Covenants of the Agents

The Agents shall distribute the Offered Notes to the public, directly and through other investment dealers and brokers, only as permitted by Applicable Securities Laws and upon the terms and conditions set forth in the Prospectus and in this Agreement.

The Agents agree not to distribute the Offered Notes in such manner as to require registration of the Offered Notes or the filing of a prospectus or any similar document under the Laws of any jurisdiction outside the Qualifying Provinces or to subject the Company to any continuous disclosure or other similar reporting requirements under the Laws of any jurisdiction outside of the Qualifying Provinces to which it is not currently subject. The Agents agree that they will not offer or sell any of the Offered Notes constituting a part of their allotment within the United States.

The obligations of the Agents under this Section 2(a) are several and not joint or joint and several.

No Agent will be liable for any act, omission, default or conduct by any other Agent.

Any information that is not publicly available or within the public domain (but only for so long as such information is not publicly available or within the public domain (other than as a result of a disclosure by the Agents or the Agent Parties (as defined below) in breach of the confidentiality obligations set out in this paragraph) concerning the business and affairs of the Company that is provided by the Company to the Agents (or their advisors) for purposes of the Agents’ due diligence investigations provided for herein (the “Information”), shall be treated and held in confidence by the Agents and each of the Agents’ respective affiliates, agents, officers, directors, employees and advisors (collectively, the “Agent Parties”),

Representation and Warranty of the Agents

Prospectus Filing

Deliveries on Filings in Relation to the Offering

On or prior to the time of filing of the Prospectus Supplement, the Company shall deliver to each of the Agents (except to the extent such documents have been previously delivered to the Agents or are available on SEDAR):

a copy of each of the Final Base Shelf Prospectus and the Prospectus Supplement (in both English and French language versions, unless the context otherwise requires) signed, as applicable, by the Company as required by Applicable Securities Laws;

a copy of any other Document Incorporated by Reference or document required to be filed by the Company under Applicable Securities Laws (in both English and French language versions, unless the context otherwise requires);

a “long-form” comfort letter of the Auditors dated the date of the Prospectus Supplement (with the requisite procedures to be completed by such Auditors no later than two Business Days prior to the date of the Prospectus Supplement), addressed to the Agents and the Company, in form and substance satisfactory to the Agents, acting reasonably, with respect to certain financial information relating to the Company contained in the Supplemented Shelf Prospectus, which letter shall be in addition to the Auditors’ report contained in the Annual Financial Information;

a “long-form” comfort letter of the KCS Auditors dated the date of the Prospectus Supplement (with the requisite procedures to be completed by such KCS Auditors no later than two Business Days prior to the date of the Prospectus Supplement), addressed to the Agents and the Company, in form and substance satisfactory to the Agents, acting reasonably, with respect to certain financial information relating to Kansas City Southern contained in the Supplemented Shelf Prospectus, which letter shall be in addition to the KCS Auditors’ report contained in the most recent Kansas City Southern annual financial statements; and

at the respective time of the delivery to the Agents pursuant to Section 3(a)(i)(A) of the French language version of the Prospectus Supplement:

an opinion of counsel in Québec, reasonably satisfactory in form and substance to the Agents and addressed to the Agents and the Company and dated the date of the Prospectus Supplement, to the effect that the French version of the Prospectus Supplement and the Final Base Shelf Prospectus and of any Documents Incorporated by Reference (except for any financial statements and financial information which are the subject of the opinion of the Auditors and BCF Business Law referred to in Section 3(a)(i)(E)(2) and the Translated Material, as to which no opinion need be expressed by Québec counsel) is in all material respects a complete and proper translation of the English version thereof and that the English and French versions are not susceptible of any materially different interpretations with respect to any material matter contained therein; and

opinions of each of the Auditors and BCF Business Law, reasonably satisfactory in form and substance to the Agents and addressed to the Agents and the Company and dated the date of the Prospectus Supplement, to the effect that the French version of the financial statements and financial information of each of the Company and Kansas City Southern, as applicable, set forth in the Prospectus Supplement and the Final Base Shelf Prospectus or incorporated therein by reference and as to which no opinion has been expressed by Québec counsel is in all material respects a complete and proper translation of the English version thereof and that the English and French versions of such financial statements and financial information are not susceptible of any materially different interpretation with respect to any matter contained therein;

In the event that the Company is required by Applicable Securities Laws to prepare and file a Prospectus Amendment, the Company shall prepare and deliver promptly to the Agents a signed copy of such Prospectus Amendment. Any Prospectus Amendments shall be in form and substance satisfactory to the Agents, acting reasonably. Concurrently with the delivery of any Prospectus Amendment, the Company shall deliver to the Agents, with respect to such Prospectus Amendment, to the extent applicable and as the context requires, documents similar to those referred to in Sections 3(a)(i)(B), 3(a)(i)(C) and 3(a)(i)(E) above in form and substance acceptable to the Agents and the Agents’ Counsel, acting reasonably.

During the distribution of the Offered Notes, the Agents may prepare, in consultation with the Company, and provide Marketing Materials to potential investors in connection with the distribution of the Offered Notes in accordance with Part 9A of NI 44-102. Any Marketing Materials provided to potential investors of Offered Notes shall comply with Applicable Securities Laws and be acceptable in form and substance to the Agents and the Company, each acting reasonably. The Marketing Materials, or any template version thereof, shall be approved in writing by the Company and BMO, on behalf of the Agents, as contemplated by Applicable Securities Laws prior to the time such Marketing Materials are provided to potential investors of Offered Notes. The Company shall file a template version of such Marketing Materials with the Canadian Securities Regulators on or before the day the Marketing Materials are first provided to any potential investor of Offered Notes. Any comparables (as defined in NI 44-102) and any disclosure relating to such comparables shall be removed from the template version in accordance with NI 44-102 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Company.

The Agents, on a several basis, covenant and agree during the distribution of the Offered Notes:

not to provide any potential investor of Offered Notes with any materials or information in relation to the distribution of Offered Notes or the Company other than:

such Marketing Materials that have been approved by the Company and BMO, on behalf of the Agents, in accordance with Section 3(a)(iii);

the Final Base Shelf Prospectus, the Prospectus Supplement and any applicable Prospectus Amendment; and

standard term sheets that comply with Part 9A of NI 44-102;

that any Marketing Materials approved by the Company and BMO, on behalf of the Agents, in accordance with Section 3(a)(iii) hereof, and any standard term sheets, shall only be provided to potential investors of Offered Notes in the Qualifying Provinces and, in the case of Marketing Materials, shall be accompanied by a copy of the Final Base Shelf Prospectus, any Prospectus Amendment and any applicable shelf prospectus supplement that has been filed; and

not to conduct any road show except in accordance with Part 9A of NI 44-102 and other Applicable Securities Laws.

The Company covenants and agrees that during the distribution of the Offered Notes it shall not provide any Marketing Materials or standard term sheets to potential investors without the prior consent of BMO, on behalf of the Agents, and the Company consents to the Agents’ use of the Marketing Materials and any standard term sheets, as contemplated in Sections 3(a)(iii) and 3(a)(iv), the Final Base Shelf Prospectus, Prospectus Supplement and any Prospectus Amendment for the offering and distribution of the Offered Notes in compliance with the provisions hereof and Part 9A of NI 44-102 and other Applicable Securities Laws. For greater certainty, the foregoing shall not apply to (A) any non-deal road shows or investor presentations or updates; or (B) any offering of Offered Notes by the Company directly to the public.

Representations as to Final Base Shelf Prospectus and Prospectus Amendments

the information and statements (except information and statements relating solely to the Agents which have been provided by the Agents in writing specifically for use in the Prospectus Supplement or any Prospectus Amendment (collectively, “Agents’ Information”)) contained in the Final Base Shelf Prospectus, the Marketing Materials, the Prospectus Supplement and any Prospectus Amendment are true and correct in all material respects and contain no misrepresentation and, when taken as a whole, constitute full, true and plain disclosure of all material facts relating to the Company and the Offered Notes and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading;

except with respect to any Agents’ Information, such documents comply in all material respects with the requirements of Applicable Securities Laws; and

except as has been publicly disclosed, there has been no intervening material change (actual, proposed or prospective, whether financial or otherwise), from the date of the Prospectus Supplement or any Prospectus Amendment, as the case may be, to the time of delivery thereof pursuant to Section 3(a)(i), in the affairs, operations, assets, liabilities (contingent or otherwise), or ownership of the Company.

Commercial Copies

Notice of Completion of Distribution

use their commercially reasonable efforts to complete the distribution of the Offered Notes as promptly as possible; and

give prompt written notice to the Company when, in the opinion of the Agents, they have completed distribution of the Offered Notes if any, including notice as to the total proceeds realized in each of the Qualifying Provinces.

Material Change During Distribution

Material Change Regarding the Company

any material change, occurrence or development (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities (contingent or otherwise), revenue, control or capital of the Company;

any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, including all Documents Incorporated by Reference;

the occurrence or discovery of a material fact or event, which fact or event is, or may be, of such a nature as to render any statement in the Prospectus, including all Documents Incorporated by Reference, misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus or which would result in the Prospectus not complying (to the extent that such compliance is required) with the Applicable Securities Laws in Canada; and

any material change in the terms of the Acquisition, any amendment to the terms or conditions of the Merger Agreement (or material waivers in respect thereof) or the termination of the Merger Agreement.

Change in Applicable Securities Laws

Change in Closing Date Following Material Change

the date on which all applicable filings or other requirements of the Applicable Securities Laws with respect to such material change or change in a material fact have been complied with in all Qualifying Provinces and any appropriate receipts obtained for such filings and notice of such filings from the Company or the Company’s Counsel have been received by the Agents; and

the date upon which the commercial copies of the Prospectus Amendment have been delivered in accordance with Section 3(c);

Representations and Warranties of the Company

each Offered Note to which the Prospectus Supplement or Marketing Materials relates will at its date of issue be duly and validly issued pursuant to the Trust Indenture and will constitute a legal, valid and binding obligation of the Company enforceable in accordance with its terms, subject to qualifications as to enforceability contained in Section 5(n) below;

the Prospectus, each Document Incorporated by Reference, each Prospectus Amendment, the Prospectus Supplement and all Marketing Materials comply with the provisions of Applicable Securities Laws;

the Trust Indenture has been duly authorized by each of the Company and CPRL and is a legal, valid and binding obligation of each of the Company and CPRL, enforceable in accordance with its terms, subject to qualifications as to enforceability contained in Section 5(n) below, and complies with or has been exempted from all applicable Laws;

the Prospectus (except any Agents’ Information) constitutes full, true and plain disclosure of all material facts relating to the Company and its Subsidiaries, taken as a whole, and the Offered Notes;

the Prospectus (except any Agents’ Information) does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make statements therein, in light of the circumstances under which they were made and in the context of the issue of the Offered Notes, not misleading and any Marketing Materials provided to any potential investors in connection with a distribution of Offered Notes does not contain any misleading or untrue statements;

the statements in the Final Base Shelf Prospectus under the heading “Purchasers’ Statutory Rights” and in the Prospectus Supplement under the headings “Details of the Offering”, “Eligibility for Investment”, “Certain Canadian Income Tax Considerations” and “Purchasers’ Statutory Rights” insofar as such statements summarize the provisions of documents and legal matters discussed therein, and subject to the qualifications, assumptions, limitations and understandings set out therein, are accurate and fair summaries, in all material respects, of such documents and legal matters;

the Company has fulfilled all requirements to be fulfilled by it, including the filing of the Prospectus and all continuous disclosure materials required to be filed pursuant to Applicable Securities Laws (including the filing of the Prospectus Supplement, any template version or revised template version of Marketing Materials and any other documents required to be filed with the Prospectus Supplement, which the Company will file within the time limits prescribed in the Shelf Procedures), to enable the Offered Notes to be offered for sale and sold to the public in all of the Qualifying Provinces through registrants who have complied with the relevant provisions of Applicable Securities Laws and the terms and conditions, if any, applicable to their registration;

except as disclosed in the Prospectus, there has been no material adverse change, financial or otherwise, in the business, affairs, operations, assets, liabilities (contingent or otherwise) of the Company and its Subsidiaries, taken as a whole, since the end of the last completed fiscal year of the Company or CPRL for which financial statements have been reported on by the Auditors and filed with the Canadian Securities Regulators;

the Company is qualified under Applicable Securities Laws to make use of NI 44-101 and the Shelf Procedures for the distribution or distribution to the public of Offered Notes;

each of CPRL and the Company and its Subsidiaries has been duly incorporated and organized, or is otherwise duly formed, and is validly existing under the laws of the jurisdiction of its existence and has all requisite corporate or other power and authority to carry on its business, as now conducted and as presently proposed to be conducted by it as described in the Prospectus, and to own or lease its assets. All outstanding shares or other ownership interests of each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable, as applicable, and except as otherwise set forth in the Prospectus, all outstanding shares or other ownership interests of the Material Subsidiaries are owned by the Company either directly or indirectly through wholly-owned subsidiaries, free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances;

the Company has no Material Subsidiaries other than Soo Line Corporation, Soo Line Railroad Company, Soo Line Holding Company, Mount Stephen Properties Inc., Dakota, Minnesota & Eastern Railroad Corporation, 6061338 Canada Inc., 3939804 Canada Inc., CPFL S.à r.l., CP (US) Holding Corporation and CPFS AG;

each of CPRL, the Company and its Material Subsidiaries is qualified or registered to carry on business and is validly subsisting under the laws of each jurisdiction in which it carries on its business except where the failure to be so qualified or registered would not reasonably be expected to have a Material Adverse Effect;

the Company is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of this Agreement by the Company or any of the transactions contemplated hereby, including the issue and sale of the Offered Notes, does not and will not result in any breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under or create any lien, security interest or encumbrance on its properties or assets under, any term or provision of the articles, by-laws or resolutions of the Company, or any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Company or any of its Subsidiaries is a party or by which it or they are bound or to which its or their property is subject, or any judgment, decree, order, statute, rule or regulation applicable to the Company, which default or breach might reasonably be expected to have a Material Adverse Effect;

the Company has full corporate power and authority to enter into this Agreement, to issue the Offered Notes and to perform its obligations set out herein, and this Agreement and the Trust Indenture have been duly authorized, executed and delivered by the Company and each is a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms subject to the general qualifications that:

enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally;

equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; and

rights of indemnity contained herein may be limited under applicable Law;

neither the Company nor CPRL is, or after giving effect to the offering and sale of the Offered Notes and the application of the proceeds thereof as described in the Prospectus, will be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder;

no consent, approval, authorization, order, permit, licence, filing, regulation, clearance or qualification of any court or Governmental Authority is required in connection with the transactions contemplated by this Agreement except such as have been obtained under Applicable Securities Laws of each of the Qualifying Provinces;

the Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the entities indicated as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of Applicable Securities Laws and have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein), and CPRL is an “SEC issuer” within the meaning of National Instrument 52-107 – Acceptable Accounting Principles and Auditing Standards. Any selected financial data set forth in the Prospectus or any Prospectus Amendment or Prospectus Supplement, as applicable, fairly presents, on the basis stated in the Prospectus, Prospectus Amendment or Prospectus Supplement, as the case may be, the information included therein;

the description of the assets and liabilities of CPRL, the Company and its Subsidiaries, taken as a whole, set forth in the Financial Statements fairly presents, in accordance with United States generally accepted accounting principles consistently applied, the financial position and condition of CPRL, the Company and its Subsidiaries, taken as a whole, as at the dates thereof and reflects all material liabilities (absolute, accrued, contingent or otherwise) of CPRL, the Company and its Subsidiaries, as at the dates thereof;

except as disclosed in the Prospectus, there are no actions, suits, proceedings or inquiries pending or (to the knowledge of the Company) threatened against or affecting CPRL, the Company or any of its Subsidiaries or any of their undertakings, property and assets at Law or before or by any Governmental Authority which in any way have, or could reasonably be expected to have, a Material Adverse Effect, or which affect or may affect the distribution of the Offered Notes;

except as disclosed in the Prospectus, since the end of the Company’s most recently completed financial year, neither CPRL, the Company nor any of its Subsidiaries has incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company and its Subsidiaries, taken as a whole;

the information and statements set forth in the Company’s Information Record were true, correct, and complete and did not contain any misrepresentation, as of the date of such information or statements;

the authorized capital of the Company consists of an unlimited number of special shares, first preferred shares, second preferred shares, third preferred shares, fourth preferred shares and ordinary shares, and all the issued and outstanding ordinary shares of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are owned by CPRL, and no special or preferred shares are issued and outstanding;

no Person holds any securities convertible or exchangeable into ordinary shares of the Company or has any agreement, warrant, option, right or privilege being or capable of becoming an agreement, warrant, option or right for the purchase of any unissued securities of the Company;

each of CPRL and the Company is a “reporting issuer” or has equivalent status in each of the Qualifying Provinces within the meaning of Applicable Securities Laws;

no Canadian Securities Regulator, securities regulator, stock exchange or similar regulatory authority has issued any order which is currently outstanding preventing or suspending trading in any securities of the Company or CPRL, and no proceedings for that purpose have been initiated or, to the knowledge of the Company, are pending, threatened or contemplated;

neither the Company nor CPRL is in default of any material requirement of Applicable Securities Laws;

the common shares of CPRL that are currently issued and outstanding are listed and posted for trading on the Toronto Stock Exchange and the New York Stock Exchange and CPRL is not in default of its listing requirements on the Toronto Stock Exchange and the New York Stock Exchange in any material respect;

no order preventing, ceasing or suspending trading in any securities of the Company or CPRL, or prohibiting the issue and sale of securities by the Company or CPRL has been issued and no proceedings for either of such purposes have been initiated or, to the knowledge of the Company, are pending, threatened or contemplated;

the MRRS Decision has not been altered, varied or amended since the date of issuance thereof and remains in full force and effect, as applicable to the Company, and the Company has not received any notice of revocation or modification of the MRRS Decision from any Canadian Securities Regulator;

each of the Company and CPRL are, and during the period of distribution of the Offered Notes will be, in full compliance with the requirements of sections 9.1, 9.2, 9.3 and 9.4 of the ASC MRRS Decision, the NB Order and the PEI Order;

except as disclosed in the Prospectus, each of the Company and its Subsidiaries owns or leases or is entitled to own or lease all such properties as are necessary to the conduct of its operations as presently conducted, except such as would not, individually or in the aggregate, constitute a Material Adverse Effect;

the Auditors, who have certified certain financial statements of CPRL and its consolidated Subsidiaries and delivered their report with respect to the Financial Statements, are independent with respect to CPRL and the Company within the meaning of Applicable Securities Laws and the applicable rules and regulations adopted by the SEC and the Public Company Accounting Board Oversight Board (United States);

except as disclosed in the Prospectus, the Company and each of its Subsidiaries has filed all domestic, foreign, federal, provincial, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) whether or not arising from transactions in the ordinary course of business and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business;

except as disclosed in the Prospectus, no labour problem or dispute with the employees of the Company or any of its Subsidiaries exists or is threatened or imminent and the Company is not aware of any existing or imminent labour disturbance by the employees of any of its or its Subsidiaries’ principal suppliers, contractors or customers, in each case that could have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business;

except as disclosed in the Prospectus, the Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are customary in the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Company or any of its Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its Subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no material claims by the Company or any of its Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect;

except as disclosed in the Prospectus, no Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock or other ownership interest, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company;

except as disclosed in the Prospectus, the Company and its Subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate Governmental Authorities necessary to conduct their respective businesses except where the failure to possess such license, certificate, permit or other authorization would not, individually or in the aggregate, have a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business;

CPRL, the Company and each of its Subsidiaries maintain a system of internal accounting controls that complies in all material respects with the requirements of Applicable Securities Laws sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; management has assessed the effectiveness of CPRL’s and the Company’s internal accounting controls, as at December 31, 2019, and has concluded that such internal accounting controls was effective as of such date;

neither the Company nor CPRL has taken, directly or indirectly, any action designed to or that would constitute or that is intended to or that might reasonably be expected to cause or result in, under Applicable Securities Laws or otherwise, stabilization, maintenance or manipulation of the price of any security of the Company or CPRL to facilitate the sale or resale of the Offered Notes;

except as disclosed in the Prospectus, the Company and its Subsidiaries are (i) in compliance with Environmental Laws, (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of

in the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for cleanup, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); the Company also conducts pre-acquisition investigations of new railroad properties to identify potential violations of Environmental Laws, trains management personnel in the recognition of and proper response to incidents of non-compliance with Environmental Laws and establishes procedures for communicating such incidents to the Company’s designated responsible officer. On the basis of such review, except as set forth in or contemplated in the Prospectus, the Company has concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business;

each of the Company and its Subsidiaries has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974 (“ERISA”) and the regulations and published interpretations thereunder with respect to each “plan” (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of the Company and its Subsidiaries are eligible to participate and each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations. The Company and its Subsidiaries have not incurred any unpaid liability to the Pension Benefit Guaranty Company (other than for the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA;

all of the Company’s and its Subsidiaries’ registered pension plans are in compliance with all applicable laws and all investment, administration, solvency and funding requirements under applicable federal pension standards, no event has occurred which could give rise to a partial or full termination of any such plan, no improper withdrawals or application of plan assets have been made, no governmental authority has imposed any restrictions on the payment or settlement of benefits under such plans and no solvency funding relief has been applied for or is expected to be applied for except as has been disclosed in the Prospectus;

except as disclosed in the Prospectus, the Company and each Subsidiary has good and sufficient title to all items of real property and improvements and to all equipment and personal property owned by each of them, in each case free and clear of any security interests, liens, encumbrances, duties, claims and other defects, except such as do not materially interfere with the use made or proposed to be made of such property by the Company or such Subsidiary and the real property, improvements, equipment and personal property held under lease by the Company or any Subsidiary are held under valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such Subsidiary;

the Company is a Class 1 rail carrier in Canada and a Class I railway in the United States (a railroad earning a minimum of US$900 million in revenues annually as defined by the Surface Transportation Board in the United States);

the Company and its Subsidiaries own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s business as now conducted or as proposed in the Prospectus to be conducted. Except as set forth in the Prospectus (i) there are no rights of third parties to any such Intellectual Property, except for any rights that may exist that would not, either individually or in the aggregate, cause a Material Adverse Effect; (ii) there is no material infringement by third parties of any such Intellectual Property claim, except for any rights, infringements, actions, suits, proceedings or claims that would not, either individually or in the aggregate, cause a Material Adverse Effect; (iii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (v) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim;

all of the Translated Material contained in or incorporated by reference in the Prospectus, each Prospectus Amendment and the Prospectus Supplement is in all material respects a complete and proper translation thereof in the French language;

neither CPRL, the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of CPRL, the Company or any of its Subsidiaries is aware of or has, directly or indirectly, (i) made or authorized any contribution, payment or gift to any foreign or domestic government official, employee, agency, authority or instrumentality, or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift is prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the Corruption of Foreign Public Officials Act (Canada) or the rules and regulations promulgated thereunder;

in the event the Agents are required to obtain, verify and record information regarding CPRL, the Company and its Subsidiaries and their directors, authorized signing officers, direct or indirect shareholders or unitholders or other persons in control of CPRL, the Company and its Subsidiaries, and the transactions contemplated hereby, the Company will promptly: (i) provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Agent, in order to comply with any applicable Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” applicable laws, whether within Canada or elsewhere (collectively, including any related rules or similar rules, regulations or guidelines or orders thereunder, “AML Legislation”), whether now or hereafter in existence; and (ii) if requested from time to time, notify the recipient of any such information of any changes thereto;

the operations of CPRL, the Company and its Subsidiaries are and have been conducted at all times in compliance with AML Legislation of all jurisdictions where CPRL, the Company or any of its Subsidiaries conducts business and no action, suit or proceeding by or before any Governmental Authority involving CPRL, the Company or any of its Subsidiaries with respect to AML Legislation is pending or, to the knowledge of the Company, threatened;

none of CPRL, the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of CPRL, the Company or any of its Subsidiaries is currently subject to any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State or the Government of Canada; and the Company will not directly or indirectly use the proceeds of the offering of the Offered Notes contemplated hereunder, or lend, contribute or otherwise make available such proceeds to CPRL, any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any sanctions administered or enforced by OFAC, the U.S. Department of State or the Government of Canada;

the representations and warranties of the Company in the Merger Agreement, a true copy of which has been provided to the Agents, are true and correct in all material respects subject to the qualifications set out therein as of the date thereof;

to the knowledge of the Company, the representations and warranties of Kansas City Southern in the Merger Agreement are true and correct in all material respects subject to the qualifications set out therein as of the date thereof;

to the Company’s knowledge, information and belief, after reasonable inquiry, no event has occurred or condition exists which will prevent the closing into trust as provided for in the Merger Agreement or the completion of the Acquisition;

the Company has provided the Agents and Agents’ Counsel with full access to all material due diligence materials requested by the Agents and Agents’ Counsel and information provided to the Company by Kansas City Southern in connection with the Acquisition requested by the Agents and Agents’ Counsel;

the Company has conducted due diligence procedures in connection with the Acquisition as are standard and customary for transactions of such nature, including environmental due diligence;

Computershare Trust Company of Canada at its principal office in the City of Calgary is the duly appointed trustee under the Trust Indenture; and

the Company’s unsecured long-term debt securities are rated by Moody’s and Standard & Poor’s, and the ratings provided by such rating agencies on such unsecured long-term debt securities are as disclosed in the Prospectus.

Covenants of the Company

the Company will, at the Closing Time, cause the Offered Notes to be validly issued and outstanding and enforceable against the Company in accordance with the terms and conditions of the Trust Indenture;

the Company will provide to the Agents drafts of any press releases relating to the Offering for review by the Agents prior to issuance;

prior to the filing of any Prospectus Amendment, the Company shall cooperate in all respects with the Agents to allow and assist the Agents to participate fully in the preparation of such documents and all other documentation required for the offering, distribution and sale of the Offered Notes; and

at or before the Closing Time, the Company shall have complied with and fulfilled all of the terms and conditions of this Agreement to be complied with by it pursuant hereto and thereto at or before such time.

Conditions

the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as at the subject Closing Time, with the same force and effect as if made on and as at such Closing Time, after giving effect to the transactions contemplated by this Agreement;

the Company shall have complied in all material respects with all of its applicable obligations under this Agreement and satisfied all the applicable terms and conditions of this Agreement on its part to be complied with or satisfied, other than conditions which have been waived, at or prior to the subject Closing Time;

no consent, approval, authorization, registration or qualification of any court, governmental agency or body, regulatory authority or contractual party shall be required for the distribution of the Offered Notes or the consummation of the transactions contemplated herein;

receipt by the Agents of a certificate or certificates dated the Closing Date signed by one senior officer and one other authorized Person of the Company with the knowledge of the relevant matters, or such other Person(s), in each case, as may be acceptable to the Agents, certifying for and on behalf of the Company and not in their personal capacity that:

there has been no material change, financial or otherwise in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company and its Subsidiaries taken as a whole from that disclosed in the Prospectus, including the Documents Incorporated by Reference;

no order, ruling or determination having the effect of ceasing or suspending trading in the securities of the Company and CPRL has been issued and no proceedings for such purposes are pending or, to the knowledge of the Persons signing such certificate, contemplated or threatened;

the Company has complied with, in all material respects, all applicable terms and conditions of this Agreement to be complied with by the Company (unless waived by the Lead Agents on behalf of the Agents) at or prior to the subject Closing Time;

the representations and warranties of the Company contained herein are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of the subject Closing Time with the same force and effect as if made at and as of the subject Closing Time after giving effect to the transactions contemplated by this Agreement; and

that the Merger Agreement has not been terminated;

receipt by the Agents of a certificate dated the Closing Date signed by an officer of the Company, addressed to the Agents and the Agents’ Counsel, with respect to the constating documents of the Company and the authorizing resolutions related to this Agreement and the Prospectus;

receipt by the Agents of favourable legal opinions (including an opinion of Quebec counsel) customary for transactions of this nature, dated as of the Closing Date from the Company’s Counsel with respect to all such matters as the Agents may reasonably request including, among other things, (i) the valid existence of the Company and CPRL; (ii) the enforceability of the Trust Indenture and this Agreement; (iii) the creation, authorization, issue and distribution of, the Offered Notes; and (iv) the qualification under Applicable Securities Laws of the distribution of, the Offered Notes, it being understood that the Company’s Counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the Laws of jurisdictions other than the Provinces of Alberta, British Columbia, Ontario or Canada, and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Company as to matters which specifically relate to the Company;

the Company shall have received at the Closing Time confirmation, in a form satisfactory to the Agents, acting reasonably, that the Offered Notes are then rated Baa2 by Moody’s and BBB+ by Standard & Poor’s;

receipt by the Agents of a letter from each of the Auditors and the KCS Auditors, dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the directors of the Company, bringing the information contained in the “long form” comfort letters referred to in Sections 3(a)(i)(C) and 3(a)(i)(D), respectively, forward to the subject Closing Time, provided that such comfort letters shall be based on a review by the Auditors and the KCS Auditors, as applicable, having a cut-off date not more than two Business Days prior to the Closing Date;

receipt by the Agents of a certificate from Computershare Trust Company of Canada dated the Closing Date and signed by an authorized officer of Computershare Trust Company of Canada confirming their appointment as trustee under the Trust Indenture; and

receipt by the Agents of such further certificates, opinions of counsel and other documentation from the Company as may be contemplated herein or as the Agents or Agents’ Counsel may reasonably request, provided, however, that the Agents shall request any such certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Company to obtain and deliver such certificate, opinion or document.

Termination Rights

The obligation of the Agents under this Agreement shall be subject to the accuracy as of the Closing Time in all material respects of the representations and warranties of the Company contained herein and the due fulfilment and compliance in all material respects by the Company of and with its covenants herein.

All representations, warranties, terms and conditions of this Agreement, other than those which expressly provide for an obligation of the Agents, shall be construed as conditions inserted for the benefit of the Agents. Any material breach of, default under or non-compliance with any such representation, warranty, term or condition by the Company shall entitle any of the Agents, without limitation of any other remedies of the Agents, to terminate this Agreement by giving written notice to that effect to the Company at or prior to the Closing Time. The Agents may waive, in whole or in part, or extend the time for compliance with, any such representation, warranty, term or condition without prejudice to the rights of the Agents in respect of any other such representation, warranty, term or condition or any other or subsequent breach, default or non-compliance with that or any other representation, warranty, term or condition, provided that to be binding on the Agents any such waiver or extension must be in writing and signed by all the Agents. No act of the Agents in offering the Offered Notes or in preparing or joining in the execution of the Prospectus or any Prospectus Amendment shall constitute a waiver by, or estoppel against, the Agents.

In addition to any other remedies which may be available to the Agents, any Agent shall be entitled, at the Agent’s option, to terminate and cancel, without any liability on the Agent’s part, the Agent’s obligations under this Agreement if, during the period from the date of this Agreement to the Closing Time:

any order to cease or suspend trading in any securities of CPRL or the Company, or prohibiting or restricting the distribution of the Offered Notes is made, or any proceeding is announced or commenced for the making of any such order, by any securities regulatory authority, any stock exchange or by any other competent authority, and has not been rescinded, revoked or withdrawn;

any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, threatened or announced or any order or ruling is issued under or pursuant to any statute of Canada or any of the Qualifying Provinces, or of the United States or any state thereof or by any official of any stock exchange or by any other regulatory authority having jurisdiction over a material portion of the business and affairs of the Company and its Subsidiaries taken as a whole, or otherwise, or there is any change of law or the interpretation or administration thereof, which in the Agent’s opinion, acting reasonably, may prevent or operate to prevent or restrict the distribution of, or trading in, the Offered Notes or the trading in any other securities of the Company or CPRL or might reasonably be expected to have a significant adverse effect on the market price or value of the Offered Notes;

there should develop, occur or come into effect or existence any event, action, or occurrence of national or international consequence, any governmental law or regulation, state, condition or major financial occurrence which, in the Agent’s opinion, acting reasonably, seriously adversely affects, or may seriously adversely affect, the financial markets or the business, operations or affairs of the Company and its Subsidiaries taken as a whole;

there shall occur any event or change, or any development including a prospective event or change, financial or otherwise, in the business, financial condition, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company or if there should occur or come into effect any adverse change in the financial markets which, in the Agent’s opinion, acting reasonably could reasonably be expected to have a significant adverse effect on the market price or value of the Offered Notes or the business, operations or affairs of the Company and its Subsidiaries taken as a whole;

there should occur any material change, change of a material fact, occurrence or event of the nature referred to in Section 4 which, in the Agent’s opinion, would be expected to have a significant adverse effect on the market price or value or on the marketability of the Offered Notes;

there is announced any change or proposed change in the income tax laws of Canada or the interpretation or administration thereof which, in the Agent’s opinion, acting reasonably, would be expected to have a significant adverse effect on the market price or value of the Offered Notes;

any Agent shall become aware, as a result of its due diligence review or otherwise, of any adverse material change or fact with respect to the Company which had not been publicly disclosed prior to the date of this Agreement; or

there shall have occurred a downgrade in the rating applicable to CPRL, the Company or the Offered Notes, by Moody’s or Standard & Poor’s, or if Moody’s or Standard & Poor’s shall place any of the securities of CPRL or the Company on credit watch or shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Offered Notes,

If the Agents shall elect to terminate their obligation to purchase the Offered Notes as aforesaid, whether the reason for such termination is within or beyond the control of the Company, the liability of the Company hereunder shall be limited to the indemnity referred to in Section 9, the contribution rights referred to in Section 10 and the payment of Expenses referred to in Section 11.

The rights of termination contained in this Section 8 may be exercised by any Agent acting alone and are in addition to any other rights or remedies the Agents or any of them may have in respect of any of the matters contemplated by this Agreement or otherwise. Any such termination shall not discharge or otherwise affect any obligation or liability of the Company provided herein or prejudice any other rights or remedies any party may have as a result of any breach, default or non-compliance by any other party. A notice of termination given by an Agent under this Section 8 shall not be binding upon any other Agent.

The execution of any Prospectus Amendment in respect of any material change and the continued offering of the Offered Notes thereafter by the Agents shall not constitute a waiver of the Agents’ rights under this Section 8.

Indemnities

Company’s Indemnity

any information or statement (except any statement contained in the Agents’ Information) contained in a Prospectus, or in any certificate of the Company delivered under this Agreement which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation;

any omission or alleged omission to state in a Prospectus, or any certificate of the Company delivered under this Agreement, any fact (except facts relating solely to the Agents’ Information) required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made;

any order made or enquiry, investigation or proceedings commenced or threatened by any Canadian Securities Regulator or other competent authority based upon any untrue statement or omission or alleged untrue statement or alleged omission or any misrepresentation or alleged misrepresentation (except a statement or omission or alleged statement or omission contained in the Agents’ Information) in a Prospectus, in or based upon any failure to comply with Applicable Securities Laws (other than any failure to comply by the Agents), preventing or restricting the trading in or the sale or distribution of the Offered Notes in any of the Qualifying Provinces (except any such order, inquiry, investigation or proceeding caused solely by the Agents or any of them);

the non-compliance or alleged non-compliance by the Company with any Applicable Securities Laws, including any non-compliance with continuous disclosure obligations or any statutory requirement to make any document available for inspection, except as caused solely by the Agents or any of them; or

the breach of, default under or non-compliance by the Company with any material term, condition or covenant of this Agreement, or any material representation or warranty given by the Company in this Agreement being false,

Notification of Claims

Right of Indemnity in Favour of Others

Retaining Counsel

Limitation

Contribution

Contribution from the Company

Right of Contribution in Addition to Other Rights

Right of Contribution in Favour of Others

Expenses

Agency Fee

BMO Nesbitt Burns Inc.

Goldman Sachs Canada Inc.

CIBC World Markets Inc.

Scotia Capital Inc.

Barclays Capital Canada Inc.

HSBC Securities (Canada) Inc.

Wells Fargo Securities Canada, Ltd.

MUFG Securities (Canada), Ltd.

ATB Capital Markets Inc.

Desjardins Securities Inc.

SMBC Nikko Securities Canada, Ltd.

Delivery of Proceeds, Agency Fee and Certificates

Survival of Representations and Warranties

Time of the Essence

Governing Law

Notices

Authority of the Lead Agents

No Fiduciary Duty

Advertisements

Recognition of the U.S. Special Resolution Regimes

In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

Entire Agreement

Counterparts

(signed) “Katryne Mann”

(signed) “Michael Klym”

(signed) “Jordan Frishling”

(signed) “Jenna Dicks”

(signed) “T. Tim Kitchen”

(signed) “David Loh”

(signed) “Darin E. Deschamps”

(signed) “Jason Stanger”

(signed) “Greg Greer”

(signed) “Ryan Godfrey”

(signed) “Christopher Nieves”

BMO Nesbitt Burns Inc. (Joint Lead and Joint Active Bookrunner)

Goldman Sachs Canada Inc. (Joint Lead and Joint Active Bookrunner)

CIBC World Markets Inc. (Joint Passive Bookrunner)

Scotia Capital Inc. (Joint Passive Bookrunner)

Barclays Capital Canada Inc. (Agent)

HSBC Securities (Canada) Inc. (Agent)

Wells Fargo Securities Canada, Ltd. (Agent)

MUFG Securities (Canada), Ltd. (Agent)

ATB Capital Markets Inc. (Agent)

Desjardins Securities Inc. (Agent)

SMBC Nikko Securities Canada, Ltd. (Agent)

A credit rating is not a recommendation to buy, sell or hold securities and may be subject to review or withdrawal at any time

[Redacted in accordance with subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions]