Common use of Covenants of the Agent Clause in Contracts

Covenants of the Agent. The Agent covenants, warrants and represents that: (a) Based upon a review, to the extent relevant to the Offering, of the items referred to in Section 2810(b)(3)(B) of the NASD Conduct Rules, as set forth in the Prospectus and other materials made available to it by the General Partner, it has reasonable grounds to believe that all material facts relating to the Offering are adequately disclosed and provide a basis for evaluating the Offering. (b) At the date of execution of this Agreement, it has complied with the provisions of Section 2810(b)(3)(A) and Section 2810(b)(3)(B) of the NASD Conduct Rules. (c) In recommending to a prospective Subscriber the purchase, sale or exchange of Units, the Agent shall have, and shall insure that all persons associated with the Agent ("Associates") making such recommendations shall have, reasonable grounds to believe, on the basis of information obtained from the prospective Subscriber concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or such Associates, that the prospective Subscriber satisfies the criteria as to suitability set forth in Section 2810(b)(2)(B)(i) of the NASD Conduct Rules, and prior to executing a purchase transaction with respect to Units, the Agent shall, and shall insure that each of its Associates proposing to execute such a transaction shall, inform the prospective Subscriber of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. This representation will survive the termination of this Agreement. (d) It shall maintain in its files, for the longer of the period prescribed by SEC Rule 17a-4 or the period prescribed by the state blue sky laws applicable to it, documents disclosing the basis upon which the determination of suitability was reached as to each Subscriber who subscribes for Units through it. (e) It shall not execute any transaction for a Subscriber in connection with the Offering in a discretionary account without the prior written approval of such transaction by such Subscriber. (f) It shall not accept, or permit its employees to accept, sales incentive items other than in compliance with Section 2810(b)(4)(E) and Section 2810(b)(4)(F) of the NASD Conduct Rules. (g) It is familiar with Release No. 4968 and Rule 15c2-8 under the Exchange Act, which relate to the distribution of preliminary and final prospectuses, and will comply therewith. (h) It agrees to be bound by the terms of the Escrow Agreement. (i) It shall provide the Managing Sales Agent with signed subscription documents or confirmations of such subscriptions for each investment, as requested by the Managing Sales Agent in its sole discretion.

Covenants of the Agent. 7.1 The Agent hereby covenants, warrants and represents that: (a) Based upon a reviewsubject to the conditions contained in Article 8 hereof, to use its commercially reasonable efforts to solicit subscriptions for Offered Common Shares in the extent relevant to the Offering, Offering Jurisdictions. 7.2 The Agent hereby covenants and agrees that it will not solicit subscriptions for Common Shares except in compliance with policies of the items referred to in Section 2810(b)(3)(B) of Exchange and Securities Legislation and the NASD Conduct Rules, as terms and conditions set forth in the Prospectus and other materials made available this Agreement and hereby indemnifies the Corporation and agrees to it save the Corporation harmless from and against any and all losses, damages, liabilities, costs, expenses, claims or suits caused by or arising out of the Agent’s gross negligence or wilful misconduct which gives rise to a breach of the covenants in this Article 7. 7.3 The Agent will deliver to each Subscriber a copy of the Prospectus sufficiently in advance of the Time of Closing such that all withdrawal rights under Securities Legislation will have expired at the Time of Closing. 7.4 The obligation of the Agent to execute any certificate or deliver any documents pertaining to the Preliminary Prospectus and the Prospectus shall be conditional upon compliance by the General Partner, it has reasonable grounds to believe that all material facts relating Corporation to the Offering are adequately disclosed date of such execution and delivery with each of its covenants contained in this Agreement to be complied with prior to the filing of either the Preliminary Prospectus or the Prospectus, as the case may be. 7.5 The Agent covenants and agrees that it shall: (a) provide a basis for evaluating all such notices and documents as may be required in connection with the Offering., including those required for the Prospectus by the orders, policies, rules, regulations, by-laws and procedures of the Commissions and the Exchange which govern capital pool company offerings, as amended from time to time (collectively, the “CPC Rules”); and (b) At deliver to the date Exchange as soon as reasonably possible after the Closing Date, a Distribution Summary Statement as required by Section 3.2 of execution of this Agreement, it has complied with the provisions of Section 2810(b)(3)(A) and Section 2810(b)(3)(B) Policy 2.3 of the NASD Conduct Rules. (c) In recommending to a prospective Subscriber Exchange and, without limiting the purchase, sale or exchange of Units, the Agent shall have, and shall insure that all persons associated with the Agent ("Associates") making such recommendations shall have, reasonable grounds to believe, on the basis of information obtained from the prospective Subscriber concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or such Associates, that the prospective Subscriber satisfies the criteria as to suitability set forth in Section 2810(b)(2)(B)(i) generality of the NASD Conduct Rulesforegoing, and prior to executing a purchase transaction with respect to Unitsobtain subscriptions from at least 200 Subscribers, the Agent shall, and shall insure that each of its Associates proposing to execute such a transaction shall, inform the prospective Subscriber of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. This representation will survive the termination of this Agreement. (d) It shall maintain in its files, for the longer of the period prescribed by SEC Rule 17a-4 or the period prescribed by the state blue sky laws applicable to it, documents disclosing the basis upon which the determination of suitability was reached as to each Subscriber who subscribes for Units through it. (e) It shall not execute any transaction for a Subscriber in connection with the Offering in a discretionary account without the prior written approval of such transaction by such Subscriber. (f) It shall not accept, or permit its employees to accept, sales incentive items other than in compliance with Section 2810(b)(4)(E) and Section 2810(b)(4)(F) of the NASD Conduct Rules. (g) It is familiar with Release No. 4968 and Rule 15c2-8 under the Exchange Act, which relate to the distribution of preliminary and final prospectuses, and will comply therewith. (h) It agrees to be bound by the terms of the Escrow Agreement.Subscribers: (i) It shall provide purchasing at least 1,000 Offered Common Shares free of Resale Restrictions (as defined in the Managing Sales Agent Exchange Policy 1.1) exclusive of any Offered Common Shares held by Non-Arm’s Length Parties (as defined in the Exchange Policy 1.1) to the Corporation; (ii) individually purchasing no more than 2% of the Offered Common Shares and, in conjunction with signed subscription documents or confirmations such Subscriber’s Associates and Affiliates (as those terms are defined in the Exchange Policy 1.1), purchasing no more than 4% of such subscriptions for each investmentthe Offered Common Shares; (iii) not being a Non-Arm’s Length Party (as that term is defined in the Exchange Policy 1.1) to the Corporation (provided, however, that any Subscriber in excess of the 200 minimum Subscribers may be a Non- Arm’s Length Party if that party complies with the requirements of the Policy); and (iv) not being a member of a Pro Group, as requested by such term is defined under the Managing Sales Agent in its sole discretionPolicy, unless otherwise permitted under the Policy.

Covenants of the Agent. The Agent covenants, warrants and represents that: (a) 1. Based upon a review, to the extent relevant to the Offering, of the items referred to in Section Rule 2810(b)(3)(B) of the NASD Conduct RulesRules of the NASD, as set forth in the Prospectus and other materials made available to it by the General PartnerTrust Advisor, it has reasonable grounds to believe that all material facts relating to the Offering are adequately disclosed and provide a basis for evaluating the Offering. (b) 2. At the date of execution of this Agreement, it has complied with the provisions of Section 2810(b)(3)(ARules 2810(b)(2) and Section 2810(b)(3)(B2810(b)(3) of the NASD Conduct RulesRules of the NASD. (c) 3. In recommending to a prospective Subscriber the purchase, sale or exchange of UnitsShares, the Agent shall have, and shall insure that all persons associated with the Agent ("Associates") making such recommendations shall have, reasonable grounds to believe, on the basis of information obtained from the prospective Subscriber concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or such Associates, that the prospective Subscriber satisfies the criteria as to suitability set forth in Section 2810(b)(2)(B)(iRule 2810(b)(2) of the NASD Conduct Rules, and prior to executing a purchase transaction with respect to UnitsShares, the Agent shall, and shall insure that each of its Associates proposing to execute such a transaction shall, inform the prospective Subscriber of all pertinent facts relating to the liquidity and marketability of the Units Shares during the term of the investment. This representation will survive the termination of this Agreement. (d) 4. It shall maintain in its files, for the longer of the period prescribed by SEC Rule 17a-4 or the period prescribed by the state blue sky laws applicable to it, documents disclosing the basis upon which the determination of suitability was reached as to each Subscriber who subscribes for Units Shares through it. (e) 5. It shall not execute any transaction for a Subscriber in connection with the Offering in a discretionary account without the prior written approval of such transaction by such Subscriber. (f) 6. It shall not accept, or permit its employees to accept, sales incentive items other than in compliance with Section NASD Rules 2810(b)(4)(E) and Section 2810(b)(4)(F) of the NASD Conduct Rules(F). (g) 7. It is familiar with Release No. 4968 and Rule 15c2-8 under the Exchange Act, which relate to the distribution of preliminary and final prospectuses, and will comply therewith. (h) 8. It agrees to be bound by the terms of the Escrow Agreement. (i) 9. It shall provide the Managing Sales Agent Dealer Manager with signed subscription documents or confirmations of such subscriptions for each investment, as requested by the Managing Sales Agent Dealer Manager in its sole discretion.

Covenants of the Agent. 10.1 The Agent hereby covenants, warrants and represents that: (a) Based upon a reviewsubject to the conditions contained in this Agreement, to use its commercially reasonable efforts to solicit and obtain subscriptions for the extent relevant Offered Securities in the Qualifying Jurisdictions and to provide to the Offering, of Corporation all information respecting the items referred Purchasers required by the Corporation to comply with the Act and the Securities Legislation. 10.2 The Agent hereby covenants and agrees that it will not solicit subscriptions for Offered Securities and the Additional Securities except in Section 2810(b)(3)(B) of compliance with the NASD Conduct Rules, as Securities Legislation and the terms and conditions set forth in this Agreement and shall not, directly or indirectly, offer, sell or deliver any Offered Securities and the Prospectus and Additional Securities or deliver any documents to any person other materials made available to it than in the Qualifying Jurisdictions or in such other jurisdictions as may be agreed by the General Partner, it has reasonable grounds to believe that all material facts relating to the Offering are adequately disclosed and provide a basis for evaluating the Offering. (b) At the date of execution of this Agreement, it has complied with the provisions of Section 2810(b)(3)(A) and Section 2810(b)(3)(B) of the NASD Conduct Rules. (c) In recommending to a prospective Subscriber the purchaseCorporation where such offering, sale or exchange of Units, the delivery can be lawfully carried out. 10.3 The Agent shall have, and shall insure that all persons associated with the Agent ("Associates") making such recommendations shall have, reasonable grounds hereby covenants to believe, on the basis of information obtained from the prospective Subscriber concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or such Associates, that the prospective Subscriber satisfies the criteria as deliver to suitability set forth in Section 2810(b)(2)(B)(i) each Purchaser a copy of the NASD Conduct RulesProspectus or the Supplemental Materials, and prior to executing a purchase transaction with respect to Units, the Agent shall, and shall insure that each of its Associates proposing to execute such a transaction shall, inform the prospective Subscriber of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. This representation will survive the termination of this Agreementif applicable. (d) It shall maintain in its files, for the longer of the period prescribed by SEC Rule 17a-4 or the period prescribed by the state blue sky laws applicable to it, documents disclosing the basis upon which the determination of suitability was reached as to each Subscriber who subscribes for Units through it. (e) It shall not execute any transaction for a Subscriber 10.4 The Agent hereby covenants and agrees that it will conduct all activities in connection with the Offering in a discretionary account without proposed offer and sale of the prior written approval of such transaction by such Subscriber. (f) It shall not accept, or permit its employees to accept, sales incentive items other than Offered Securities hereunder in compliance with Section 2810(b)(4)(E) all applicable securities laws. 10.5 The Agent will use its best efforts to satisfy the conditions of Closing, applicable to the Agent, set out herein. 10.6 The Agent shall comply with this Agreement and Section 2810(b)(4)(F) Securities Legislation in connection with the sale and distribution of the NASD Conduct Rules. Offered Securities and the Additional Securities and its activities in connection therewith and shall offer the Offered Securities for sale to the public directly, or through duly registered sub-agents upon terms and conditions set out in the Prospectus. The Agent shall: (gi) It is familiar with Release No. 4968 use commercially reasonable efforts to complete and Rule 15c2cause each sub-8 under the Exchange Act, which relate agent to complete the distribution of preliminary the Offered Securities and final prospectuses, the Additional Securities as soon as reasonably practicable; (ii) promptly notify the Corporation when in their opinion the Agent and will comply therewith. the sub-agents have ceased distribution of the Offered Securities and the Additional Securities; and (hiii) It agrees on or before the Closing Date provide a written breakdown of the number of Offered Securities and Additional Securities to be bound distributed and proceeds to be received in each of the Qualifying Jurisdictions or such other jurisdictions as may be agreed by the terms of the Escrow AgreementCorporation where such distribution can be lawfully carried out. (i) It shall provide the Managing Sales Agent with signed subscription documents or confirmations of such subscriptions for each investment, as requested by the Managing Sales Agent in its sole discretion.

Covenants of the Agent. 10.1 The Agent hereby covenants, warrants subject to the conditions contained in Section 11 hereof, to use commercially reasonable efforts to solicit subscriptions for the Shares in the Selling Provinces and represents thatwithout limiting the generality of the foregoing, to obtain subscriptions from at least 200 Subscribers, each of such Subscribers: (a) Based upon a review, purchasing beneficially at least 1,000 Shares free of “Resale Restrictions” exclusive of any common shares of the Issuer held by “Non Arm’s Length Parties” to the extent relevant Issuer (as such terms are defined in Exchange Policy 1.1); (b) individually purchasing, directly or indirectly, no more than 2% of the Shares, and in the aggregate, with such Subscriber’s Associates and Affiliates (as such terms are defined in the Exchange Policy 1.1), purchasing, directly or indirectly, no more than 4% of the Shares; and (c) not being a Non-Arm’s Length Party (as that term is defined in Exchange Policy 1.1.) to the OfferingIssuer, provided, however, that any Subscriber in excess of the items referred to in Section 2810(b)(3)(B) 200 minimum Subscribers contemplated above may be a Non-Arm’s Length Party if that Subscriber complies with the requirements of the NASD Conduct RulesPolicy. 10.2 The Agent hereby covenants and agrees, as subject to the conditions contained in this Section 10, that it will not solicit subscriptions for the Common Shares except in compliance with Applicable Legislation, and only in the Selling Provinces, the rules, policies and by-laws of the Exchange and the terms and conditions set forth in the Prospectus and other materials made available this Agreement 10.3 The Agent will deliver to it each Subscriber a copy of the Prospectus sufficiently in advance of the Closing Date such that all withdrawal rights under the Applicable Legislation will have expired on or before the Closing Date. 10.4 The obligation of the Agent to execute any certificate or deliver any documents pertaining to the Prospectus shall be conditional upon compliance by the General Partner, it has reasonable grounds to believe that all material facts relating Issuer to the Offering are adequately disclosed date of such execution and delivery with each of its covenants contained in this Agreement to be complied with prior to the filing of the Prospectus. 10.5 The Agent covenants and agrees that it shall: (a) provide a basis for evaluating all such notices and documents as may be required in connection with the Offering., including those required for the Prospectus by the orders, policies, rules, regulations, by-laws and procedures of the Commissions and the Exchange which govern capital pool company offerings, as amended from time to time; (b) At deliver to the date Exchange as soon as reasonably possible prior to the Closing, a Distribution Summary Statement as required by Section 3.2 of execution of this Agreement, it has complied with the provisions of Section 2810(b)(3)(A) and Section 2810(b)(3)(B) Policy 2.3 of the NASD Conduct Rules.Exchange or such other document as may be required by the Exchange; and (c) In recommending deliver to the Corporation as soon as reasonably possible prior to the Closing, a prospective Subscriber breakdown showing the purchase, sale or exchange of Units, the Agent shall have, and shall insure that all persons associated with the Agent ("Associates") making such recommendations shall have, reasonable grounds to believe, on the basis of information obtained from the prospective Subscriber concerning his investment objectives, other investments, financial situation and needs, and any other information known Subscription Funds received by the Agent or such Associates, that the prospective Subscriber satisfies the criteria as to suitability set forth in Section 2810(b)(2)(B)(i) of the NASD Conduct Rules, and prior to executing a purchase transaction with respect to Units, the Agent shall, and shall insure that each of its Associates proposing to execute such a transaction shall, inform the prospective Subscriber of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. This representation will survive the termination of this AgreementSelling Province. (d) It shall maintain in its files, for the longer of the period prescribed by SEC Rule 17a-4 or the period prescribed by the state blue sky laws applicable to it, documents disclosing the basis upon which the determination of suitability was reached as to each Subscriber who subscribes for Units through it. (e) It shall not execute any transaction for a Subscriber in connection with the Offering in a discretionary account without the prior written approval of such transaction by such Subscriber. (f) It shall not accept, or permit its employees to accept, sales incentive items other than in compliance with Section 2810(b)(4)(E) and Section 2810(b)(4)(F) of the NASD Conduct Rules. (g) It is familiar with Release No. 4968 and Rule 15c2-8 under the Exchange Act, which relate to the distribution of preliminary and final prospectuses, and will comply therewith. (h) It agrees to be bound by the terms of the Escrow Agreement. (i) It shall provide the Managing Sales Agent with signed subscription documents or confirmations of such subscriptions for each investment, as requested by the Managing Sales Agent in its sole discretion.