Common use of Compliance with Securities Laws - Filing of Prospectuses Clause in Contracts

Compliance with Securities Laws - Filing of Prospectuses. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter that: (a) the Corporation has filed the Canadian Shelf Prospectus in each of the Qualifying Canadian Jurisdictions pursuant to National Policy 11-202 and has obtained a Passport Receipt and a receipt in Ontario evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Prospectus; (b) the Corporation shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation to permit the distribution of the Underwritten Shares in each of the Qualifying Canadian Jurisdictions, by or through the Underwriter who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares and in any event shall file the Canadian Prospectus Supplement in each of the Qualifying Canadian Jurisdictions on or prior to 4:30 pm (Toronto time) on September 23, 2008; (d) (i) the Corporation has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation on Form F-X (the “Form F-X”); (ii) the Registration Statement became effective on March 31, 2008 pursuant to Rule 467(a) of the 1933 Act; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation fulfilled and complied with, to the reasonable satisfaction of the Underwriter, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation to enable the Underwritten Shares to be lawfully distributed to the public in the United States; (e) the Corporation is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation has not prepared, used or referred to, and will not, without the Underwriter’s prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter that: (a) the Corporation has filed the Canadian Shelf Prospectus in each of the Qualifying Canadian Jurisdictions pursuant to National Policy 11-202 and has obtained a Passport Receipt and a receipt in Ontario evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Prospectus; (b) the Corporation shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation to permit the distribution of the Underwritten Shares in each of the Qualifying Canadian Jurisdictions, by or through the Underwriter who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares and in any event shall file the Canadian Prospectus Supplement in each of the Qualifying Canadian Jurisdictions on or prior to 4:30 pm (Toronto time) on September 23July 15, 2008; (d) (i) the Corporation has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation on Form F-X (the “Form F-X”); (ii) the Registration Statement became effective on March 31, 2008 pursuant to Rule 467(a) of the 1933 Act; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation fulfilled and complied with, to the reasonable satisfaction of the Underwriter, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation to enable the Underwritten Shares to be lawfully distributed to the public in the United States; (e) the Corporation is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation has not prepared, used or referred to, and will not, without the Underwriter’s prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation Trust represents and warrants to, and covenants and agrees with, the Underwriter that: (a) the Corporation Trust has filed the Canadian Shelf Preliminary Prospectus in each of the Qualifying Canadian Jurisdictions Provinces pursuant to National Policy 1143-202 201 and has obtained a Passport Receipt and a receipt in Ontario an MRRS decision document evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Preliminary Prospectus; (b) the Corporation Trust shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s 's counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation Trust to permit the distribution of the Underwritten Shares Units in each of the Qualifying Canadian JurisdictionsProvinces, by or through the Underwriter who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation Trust shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares Units and in any event shall file the Canadian Final Prospectus Supplement in each of the Qualifying Provinces and obtain an MRRS decision document evidencing receipt of the Canadian Jurisdictions Final Prospectus by each of the Canadian Securities Regulators on or prior to 4:30 pm (Toronto time) on September 23February 6, 2008; (d) the Trust: (i) the Corporation has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Preliminary Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation Trust on Form F-X (the “"Form F-X”"); and (ii) as soon as practicable after the filing of the Canadian Final Prospectus with the OSC and, in any event, on the date on which the Canadian Final Prospectus is filed with the OSC, will file an amendment to such Registration Statement became effective on March 31, 2008 pursuant to Rule 467(a) of including the Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act; (iiiAct and the Rules) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation shall have fulfilled and complied with, to the reasonable satisfaction of the Underwriter, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation Trust to enable the Underwritten Shares Units to be lawfully distributed to the public in the United States; (e) the Corporation Trust is not an “"ineligible issuer” " in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation Trust is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation Trust has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Corporation Trust complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation Trust has not prepared, used or referred to, and will not, without the Underwriter’s 's prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation Trust represents and warrants to, and covenants and agrees with, the Underwriter that: (a) the Corporation Trust has filed the Canadian Shelf Prospectus in each of the Qualifying Canadian Jurisdictions pursuant to National Policy 11-202 and has obtained a Passport Receipt and a receipt in Ontario evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Prospectus; (b) the Corporation Trust shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation Trust to permit the distribution of the Underwritten Shares Units in each of the Qualifying Canadian Jurisdictions, by or through the Underwriter who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation Trust shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares Units and in any event shall file the Canadian Prospectus Supplement in each of the Qualifying Canadian Jurisdictions on or prior to 4:30 pm (Toronto time) on September 23January 9, 20082009; (d) (i) the Corporation Trust has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation Trust on Form F-X (the “Form F-X”); (ii) the Registration Statement which became effective on March 31December 19, 2008 pursuant to Rule 467(a) of the 1933 Act; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation Trust fulfilled and complied with, to the reasonable satisfaction of the Underwriter, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation Trust to enable the Underwritten Shares Units to be lawfully distributed to the public in the United States; (e) the Corporation Trust is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation Trust is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation Trust has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Corporation Trust complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation Trust has not prepared, used or referred to, and will not, without the Underwriter’s prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation Trust represents and warrants to, and covenants and agrees with, the Underwriter Underwriters that: (a) the Corporation Trust has filed the Canadian Shelf Prospectus in each of the Qualifying Canadian Jurisdictions pursuant to National Policy 11-202 and has obtained a Passport Receipt and a receipt in Ontario evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Prospectus; (b) the Corporation Trust shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s Underwriters’ counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation Trust to permit the distribution of the Underwritten Shares Units in each of the Qualifying Canadian Jurisdictions, by or through the Underwriter Underwriters who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation Trust shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares Units and in any event shall file the Canadian Prospectus Supplement in each of the Qualifying Canadian Jurisdictions on or prior to 4:30 5:00 pm (Toronto time) on September 23October 28, 20082011; (d) (i) the Corporation Trust has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation Trust on Form F-X (the “Form F-X”); (ii) the Registration Statement became effective on March 31October 12, 2008 2011 pursuant to Rule 467(a467(b) of the 1933 Act; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation Trust fulfilled and complied with, to the reasonable satisfaction of the UnderwriterUnderwriters, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation Trust to enable the Underwritten Shares Units to be lawfully distributed to the public in the United States; (e) the Corporation Trust is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation Trust is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation Trust has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or on behalf of or used or referred to by the Corporation Trust complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunderRules. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter Underwriters before first use, the Corporation Trust has not prepared, used or referred to, and will not, without the Underwriter’s Underwriters’ prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation Trust represents and warrants to, and covenants and agrees with, the Underwriter that: (a) the Corporation Trust has filed the Canadian Shelf Prospectus in each of the Qualifying Canadian Jurisdictions pursuant to National Policy 11-202 and has obtained a Passport Receipt and a receipt in Ontario evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Prospectus; (b) the Corporation Trust shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation Trust to permit the distribution of the Underwritten Shares Units in each of the Qualifying Canadian Jurisdictions, by or through the Underwriter who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation Trust shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares Units and in any event shall file the Canadian Prospectus Supplement in each of the Qualifying Canadian Jurisdictions on or prior to 4:30 pm (Toronto time) on September 23May 6, 20082009; (d) (i) the Corporation Trust has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation Trust on Form F-X (the “Form F-X”); (ii) the Registration Statement became effective on March 31December 19, 2008 pursuant to Rule 467(a) of the 1933 Act; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation Trust fulfilled and complied with, to the reasonable satisfaction of the Underwriter, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation Trust to enable the Underwritten Shares Units to be lawfully distributed to the public in the United States; (e) the Corporation Trust is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation Trust is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation Trust has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or on behalf of or used or referred to by the Corporation Trust complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation Trust has not prepared, used or referred to, and will not, without the Underwriter’s prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter Underwriters that: (a) the Corporation has filed the Canadian Shelf Prospectus in each of the Qualifying Canadian Jurisdictions pursuant to National Policy 11-202 and has obtained a Passport Receipt and a receipt in Ontario evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Prospectus; (b) the Corporation shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s Underwriters’ counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation to permit the distribution of the Underwritten Shares in each of the Qualifying Canadian Jurisdictions, by or through the Underwriter Underwriters who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares and in any event shall file the Canadian Prospectus Supplement in each of the Qualifying Canadian Jurisdictions on or prior to 4:30 pm (Toronto time) on September 23March 30, 20082011; (d) (i) the Corporation has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation on Form F-X (the “"Form F-X”"); (ii) the Registration Statement became effective on March 31September 8, 2008 2009 pursuant to Rule 467(a) of under the 1933 Act; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation has fulfilled and complied with, to the reasonable satisfaction of the UnderwriterUnderwriters, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation to enable the Underwritten Shares to be lawfully distributed to the public in the United States; (e) the Corporation is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter Underwriters before first use, the Corporation has not prepared, used or referred to, and will not, without the Underwriter’s Underwriters’ prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter Underwriters that: (a) the Corporation has filed the Canadian Shelf Preliminary Prospectus in each of the Qualifying Canadian Jurisdictions Provinces pursuant to National Policy 1143-202 201 and has obtained a Passport Receipt and a receipt in Ontario an MRRS decision document evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Preliminary Prospectus; (b) the Corporation shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s Underwriters' counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation to permit the distribution of the Underwritten Shares in each of the Qualifying Canadian JurisdictionsProvinces, by or through the Underwriter Underwriters who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation shall, as soon as possible, fulfill fulfil all legal requirements to enable the distribution of the Underwritten Shares and in any event shall file the Canadian Final Prospectus Supplement in each of the Qualifying Provinces and obtain an MRRS decision document evidencing receipt of the Canadian Jurisdictions Final Prospectus by each of the Canadian Securities Regulators on or prior to 4:30 pm (Toronto Vancouver time) on September 23November 17, 20082004; (d) the Corporation: (i) the Corporation has prepared and filed with the SEC the Registration Statement including the Canadian Shelf U.S. Preliminary Prospectus (which will be substantially similar to the Canadian Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power appointment of attorney agent for services of process upon the Corporation on Form F-X (the “Form "FORM F-X”"); and (ii) as soon as practicable after the filing of the Canadian Final Prospectus with the BCSC and, in any event, on the date on which the Canadian Final Prospectus is filed with the BCSC, will file an amendment to such Registration Statement became effective on March 31, 2008 pursuant including the U.S. Final Prospectus (which will be substantially similar to Rule 467(a) of the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act; (iiiAct and the Rules) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation shall have fulfilled and complied with, to the reasonable satisfaction of the UnderwriterUnderwriters, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation to enable the Underwritten Shares to be lawfully distributed to the public in the United States; (e) the Corporation is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation has not prepared, used or referred to, and will not, without the Underwriter’s prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter that: (a) the Corporation has filed the Canadian Shelf Prospectus in each of the Qualifying Canadian Jurisdictions pursuant to National Policy 11-202 and has obtained a Passport Receipt and a receipt in Ontario evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Prospectus; (b) the Corporation shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation to permit the distribution of the Underwritten Shares in each of the Qualifying Canadian Jurisdictions, by or through the Underwriter who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares and in any event shall file the Canadian Prospectus Supplement in each of the Qualifying Canadian Jurisdictions on or prior to 4:30 pm (Toronto time) on September 23January 27, 20082009; (d) (i) the Corporation has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation on Form F-X (the “Form F-X”); (ii) the Registration Statement became effective on March 31, 2008 pursuant to Rule 467(a) of the 1933 Act; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation has fulfilled and complied with, to the reasonable satisfaction of the Underwriter, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation to enable the Underwritten Shares to be lawfully distributed to the public in the United States; (e) the Corporation is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation has not prepared, used or referred to, and will not, without the Underwriter’s prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter that: (a) the Corporation has filed the Canadian Shelf Preliminary Prospectus in each of the Qualifying Canadian Jurisdictions Provinces pursuant to National Policy 1143-202 201 and has obtained a Passport Receipt and a receipt in Ontario an MRRS decision document evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Preliminary Prospectus; (b) the Corporation shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s 's counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation to permit the distribution of the Underwritten Shares in each of the Qualifying Canadian JurisdictionsProvinces, by or through the Underwriter who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares and in any event shall file the Canadian Final Prospectus Supplement in each of the Qualifying Provinces and obtain an MRRS decision document evidencing receipt of the Canadian Jurisdictions Final Prospectus by each of the Canadian Securities Regulators on or prior to 4:30 pm (Toronto time) on September 23April 19, 20082006; (d) the Corporation: (i) the Corporation has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Preliminary Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation on Form F-X (the “"Form F-X”"); and (ii) as soon as practicable after the filing of the Canadian Final Prospectus with the ASC and, in any event, on the date on which the Canadian Final Prospectus is filed with the ASC, will file an amendment to such Registration Statement became effective on March 31, 2008 pursuant to Rule 467(a) of including the Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act; (iiiAct and the Rules) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation shall have fulfilled and complied with, to the reasonable satisfaction of the Underwriter, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation to enable the Underwritten Shares to be lawfully distributed to the public in the United States; (e) the Corporation is not an “"ineligible issuer” " in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation has not prepared, used or referred to, and will not, without the Underwriter’s 's prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter that: (a) the Corporation has filed the Canadian Shelf Preliminary Prospectus in each of the Qualifying Canadian Jurisdictions Provinces pursuant to National Policy 1143-202 201 and has obtained a Passport Receipt and a receipt in Ontario an MRRS decision document evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Preliminary Prospectus; (b) the Corporation shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s 's counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation to permit the distribution of the Underwritten Shares in each of the Qualifying Canadian JurisdictionsProvinces, by or through the Underwriter who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares and in any event shall file the Canadian Final Prospectus Supplement in each of the Qualifying Provinces and obtain an MRRS decision document evidencing receipt of the Canadian Jurisdictions Final Prospectus by each of the Canadian Securities Regulators on or prior to 4:30 pm (Toronto time) on September 23December 15, 20082003; (d) the Corporation: (i) the Corporation has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Preliminary Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation on Form F-X (the “"Form F-X”"); and (ii) as soon as practicable after the filing of the Canadian Final Prospectus with the ASC and, in any event, on the date on which the Canadian Final Prospectus is filed with the ASC, will file an amendment to such Registration Statement became effective on March 31, 2008 pursuant to Rule 467(a) of including the Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act; (iiiAct and the Rules) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation shall have fulfilled and complied with, to the reasonable satisfaction of the Underwriter, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation to enable the Underwritten Shares to be lawfully distributed to the public in the United States; (e) the Corporation is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation has not prepared, used or referred to, and will not, without the Underwriter’s prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation Trust represents and warrants to, and covenants and agrees with, the Underwriter Underwriters that: (a) the Corporation Trust has filed the Canadian Shelf Prospectus in each of the Qualifying Canadian Jurisdictions pursuant to National Policy 11-202 and has obtained a Passport Receipt and a receipt in Ontario evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Prospectus; (b) the Corporation Trust shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s Underwriters’ counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation Trust to permit the distribution of the Underwritten Shares Units in each of the Qualifying Canadian Jurisdictions, by or through the Underwriter Underwriters who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation Trust shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares Units and in any event shall file the Canadian Prospectus Supplement in each of the Qualifying Canadian Jurisdictions on or prior to 4:30 5:00 pm (Toronto time) on September 23June 16, 20082010; (d) (i) the Corporation Trust has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation Trust on Form F-X (the “"Form F-X”"); (ii) the Registration Statement became effective on March 31June 8, 2008 2009 pursuant to Rule 467(a) of the 1933 Act; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation Trust fulfilled and complied with, to the reasonable satisfaction of the UnderwriterUnderwriters, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation Trust to enable the Underwritten Shares Units to be lawfully distributed to the public in the United States; (e) the Corporation Trust is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation Trust is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation Trust has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or on behalf of or used or referred to by the Corporation Trust complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter Underwriters before first use, the Corporation Trust has not prepared, used or referred to, and will not, without the Underwriter’s Underwriters’ prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter Underwriters that: (a) the Corporation has filed the Canadian Shelf Preliminary Prospectus in each of the Qualifying Canadian Jurisdictions Provinces pursuant to National Policy 1143-202 201 and has obtained a Passport Receipt and a receipt in Ontario an MRRS decision document evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Preliminary Prospectus; (b) the Corporation shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s 's counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation to permit the distribution of the Underwritten Shares in each of the Qualifying Canadian JurisdictionsProvinces, by or through the an Underwriter who shall comply complies with the relevant provisions of Canadian Securities Laws; (c) the Corporation shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares and in any event shall file the Canadian Final Prospectus Supplement in each of the Qualifying Provinces and use its best efforts to obtain an MRRS decision document evidencing receipt of the Canadian Jurisdictions Final Prospectus by each of the Canadian Securities Regulators on or prior to 4:30 pm (Toronto time) on September 23December 15, 2008;2004; and (d) the Corporation: (i) the Corporation has prepared and filed filed, pursuant to the multi-jurisdictional disclosure system with the SEC SEC, the Registration Statement including the Canadian Shelf U.S. Preliminary Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation on Form F-X (the “Form "FORM F-X”"); and (ii) as soon as practicable after the filing of the Canadian Final Prospectus with the Canadian Securities Regulators and, in any event, on the date on which the Canadian Final Prospectus is filed with the Canadian Securities Regulators, will file an amendment to such Registration Statement became effective on March 31, 2008 pursuant to Rule 467(a) of including the 1933 Act; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; U.S. Final Prospectus and (iv) the Corporation shall have fulfilled and complied with, to the reasonable satisfaction of the UnderwriterUnderwriters, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation to enable the Underwritten Shares to be lawfully distributed to the public in the United States; (e) the Corporation is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation has not prepared, used or referred to, and will not, without the Underwriter’s prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter that: (a) the Corporation has filed the Canadian Shelf Preliminary Prospectus in each of the Qualifying Canadian Jurisdictions Provinces pursuant to National Policy 1143-202 201 and has obtained a Passport Receipt and a receipt in Ontario an MRRS decision document evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Preliminary Prospectus; (b) the Corporation shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s 's counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation to permit the distribution of the Underwritten Shares in each of the Qualifying Canadian JurisdictionsProvinces, by or through the Underwriter who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares and in any event shall file the Canadian Final Prospectus Supplement in each of the Qualifying Provinces and obtain an MRRS decision document evidencing receipt of the Canadian Jurisdictions Final Prospectus by each of the Canadian Securities Regulators on or prior to 4:30 pm (Toronto time) on September 23July 28, 20082006; (d) the Corporation: (i) the Corporation has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Preliminary Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation on Form F-X (the “"Form F-X”"); and (ii) as soon as practicable after the filing of the Canadian Final Prospectus with the ASC and, in any event, on the date on which the Canadian Final Prospectus is filed with the ASC, will file an amendment to such Registration Statement became effective on March 31, 2008 pursuant to Rule 467(a) of including the Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act; (iiiAct and the Rules) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation shall have fulfilled and complied with, to the reasonable satisfaction of the Underwriter, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation to enable the Underwritten Shares to be lawfully distributed to the public in the United States; (e) the Corporation is not an “"ineligible issuer” " in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation has not prepared, used or referred to, and will not, without the Underwriter’s 's prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter that: (a) the Corporation has filed the Canadian Shelf Prospectus in each of the Qualifying Canadian Jurisdictions pursuant to National Policy 11-202 and has obtained a Passport Receipt and a receipt in Ontario evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Prospectus; (b) the Corporation shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation to permit the distribution of the Underwritten Shares in each of the Qualifying Canadian Jurisdictions, by or through the Underwriter who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares and in any event shall file the Canadian Prospectus Supplement in each of the Qualifying Canadian Jurisdictions on or prior to 4:30 pm (Toronto time) on September 23April 8, 20082009; (d) (i) the Corporation has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation on Form F-X (the “Form F-X”); (ii) the Registration Statement became effective on March 31, 2008 pursuant to Rule 467(a) of the 1933 Act; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation has fulfilled and complied with, to the reasonable satisfaction of the Underwriter, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation to enable the Underwritten Shares to be lawfully distributed to the public in the United States; (e) the Corporation is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation has not prepared, used or referred to, and will not, without the Underwriter’s prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Securities Laws - Filing of Prospectuses. The Corporation represents and warrants to, and covenants and agrees with, the Underwriter that: (a) the Corporation has filed the Canadian Shelf Preliminary Prospectus in each of the Qualifying Canadian Jurisdictions Provinces pursuant to National Policy 1143-202 201 and has obtained a Passport Receipt and a receipt in Ontario an MRRS decision document evidencing receipts by each of the Canadian Securities Regulators of the Qualifying Canadian Jurisdictions for the Canadian Shelf Preliminary Prospectus; (b) the Corporation shall fulfil or cause to be fulfilled to the reasonable satisfaction of the Underwriter’s 's counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation to permit the distribution of the Underwritten Shares in each of the Qualifying Canadian JurisdictionsProvinces, by or through the Underwriter who shall comply with the relevant provisions of Canadian Securities Laws; (c) the Corporation shall, as soon as possible, fulfill all legal requirements to enable the distribution of the Underwritten Shares and in any event shall file the Canadian Final Prospectus Supplement in each of the Qualifying Provinces and obtain an MRRS decision document evidencing receipt of the Canadian Jurisdictions Final Prospectus by each of the Canadian Securities Regulators on or prior to 4:30 pm (Toronto time) on September 23October 29, 20082004; (d) the Corporation: (i) the Corporation has prepared and filed with the SEC the Registration Statement including the Canadian Shelf Preliminary Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules) and a written irrevocable consent and power of attorney of the Corporation on Form F-X (the “"Form F-X”"); and (ii) as soon as practicable after the filing of the Canadian Final Prospectus with the ASC and, in any event, on the date on which the Canadian Final Prospectus is filed with the ASC, will file an amendment to such Registration Statement became effective on March 31, 2008 pursuant to Rule 467(a) of including the Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act; (iiiAct and the Rules) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted or threatened; and (iv) the Corporation shall have fulfilled and complied with, to the reasonable satisfaction of the Underwriter, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation to enable the Underwritten Shares to be lawfully distributed to the public in the United States; (e) the Corporation is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Underwriter before first use, the Corporation has not prepared, used or referred to, and will not, without the Underwriter’s prior consent, prepare, use or refer to, any free writing prospectus.