Common use of Issuance and Sale of Units Clause in Contracts

Issuance and Sale of Units. The Trust agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents units of the Trust (the “Placement Units”); provided, however, that in no event shall the Trust issue or sell through the Agents such number or dollar amount of Placement Units that (a) exceeds the number or dollar amount of Units (as defined below) registered pursuant to the effective Registration Statement (as defined below) pursuant to which the offering will be made, (b) exceeds the number of authorized but unissued Units or (c) exceeds the number or dollar amount of Units for which the Trust has filed a Prospectus (defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Units issued and sold under this Agreement shall be the sole responsibility of the Trust and that the Agents shall have no obligation in connection with such compliance, provided that the Agents shall not sell Units in excess of the amount set forth in any Placement Notice (as defined below). The issuance and sale of Placement Units through the Agents will be effected pursuant to the Registration Statement (as defined below) and a Canadian Final Prospectus (as defined below) filed by the Trust, and with respect to the Registration Statement, declared effective by the United States Securities and Exchange Commission (the “Commission”). Nothing in this Agreement shall be construed as requiring the Trust to use the Registration Statement and/or the Canadian Final Prospectus to issue Units. The units of the Trust are hereby referred to as the “Units.” When determining the aggregate value of the Placement Units sold, the Placement Units denominated in or issued in, as applicable, a currency (the “Securities Currency”) other than U.S. dollars will be translated into U.S. dollars using the Bank of Canada daily exchange rate of U.S. dollars with the Securities Currency in effect as of 4:30 p.m. (Toronto time) on the business day before the issue of such Placement Units.

Issuance and Sale of Units. The Trust agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents units of the Trust (the “Placement Units”); provided, however, that in no event shall the Trust issue or sell through the Agents such number or dollar amount of Placement Units that (ai) exceeds the number or dollar amount of Units (as defined below) ), registered pursuant to the effective Registration Statement (as defined below) pursuant to which the offering will be made, (bii) exceeds the number of authorized but unissued Units (as defined below), or (ciii) exceeds the number or dollar amount of Units for which the Trust has filed a Prospectus (as defined below) (the lesser of (ai), (bii) and (ciii), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Units issued and sold under this Agreement shall be the sole responsibility of the Trust and that the Agents shall have no obligation in connection with such compliance, provided that the Agents shall not sell Units in excess of the amount set forth in any Placement Notice (as defined below). The issuance and sale of Placement Units through the Agents will be effected pursuant to a Canadian Final Prospectus (as defined below) and the Registration Statement (as defined below) and a Canadian Final Prospectus (as defined below) filed by the Trust, and which Registration Statement became effective upon filing with respect to the Registration Statement, declared effective by the United States U.S. Securities and Exchange Commission (the “Commission”)) pursuant to Rule 467(a) under the Securities Act. Nothing in this Agreement shall be construed as requiring the Trust to use the Registration Statement and/or the Canadian Final Prospectus to issue Placement Units. The units of the Trust are hereby referred to as the “Units.” ”. When determining the aggregate value amount of the Placement Units soldsold in Canadian dollars, the Placement Units denominated in or issued in, as applicable, a currency (the “Securities Currency”) other than U.S. such dollars will be translated into converted to U.S. dollars using the Bank of Canada daily exchange rate of for U.S. dollars with the Securities Currency in effect as of 4:30 p.m. (Toronto time) on the business day before the issue issuance of such Placement the Units.

Issuance and Sale of Units. The Trust agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents units of the Trust (the “Placement Units”); provided, however, that in no event shall the Trust issue or sell through the Agents such number or dollar amount of Placement Units that (ai) exceeds the number or dollar amount of Units (as defined below) registered pursuant to the effective Registration Statement (as defined below) pursuant to which the offering will be made, (bii) exceeds the number of authorized but unissued Units (as defined below), or (ciii) exceeds the number or dollar amount of Units for which the Trust has filed a Prospectus (as defined below) (the lesser of (ai), (bii) and (ciii), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Units issued and sold under this Agreement shall be the sole responsibility of the Trust and that the Agents shall have no obligation in connection with such compliance, provided that the Agents shall not sell Units in excess of the amount set forth in any Placement Notice (as defined below). The issuance and sale of Placement Units through the Agents will be effected pursuant to a Canadian Final Prospectus (as defined below) and the Registration Statement (as defined below) and a Canadian Final Prospectus (as defined below) filed by the Trust, and which Registration Statement became effective upon filing with respect to the Registration Statement, declared effective by the United States U.S. Securities and Exchange Commission (the “Commission”)) pursuant to Rule 467(a) under the Securities Act. Nothing in this Agreement shall be construed as requiring the Trust to use the Registration Statement and/or the Canadian Final Prospectus to issue Placement Units. The units of the Trust are hereby referred to as the “Units.” ”. When determining the aggregate value amount of the Placement Units soldsold in Canadian dollars, the Placement Units denominated in or issued in, as applicable, a currency (the “Securities Currency”) other than U.S. such dollars will be translated into converted to U.S. dollars using the Bank of Canada daily exchange rate of for U.S. dollars with the Securities Currency in effect as of 4:30 p.m. (Toronto time) on the business day before the issue issuance of such Placement the Units.

Issuance and Sale of Units. The Trust Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents units of Agents, the Trust (the “Placement Units”); provided, provided however, that in no event shall the Trust Partnership issue or sell through the Agents such number or dollar amount of Placement Units that (a) would cause the Partnership or the offering of the Placement Units to fail to satisfy the eligibility and transaction requirements for use of Form S-3 (including, if applicable, Instruction I.B.6 thereof), (b) exceeds the number or dollar amount of Placement Units (as defined below) registered pursuant to on the effective Registration Statement (as defined below) pursuant to which the offering will be is being made, (b) exceeds the number of authorized but unissued Units or (c) exceeds the number or dollar amount of Placement Units for which the Trust Partnership has filed a Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Units issued and sold under this Agreement shall be the sole responsibility of the Trust Partnership and that the Agents shall have no obligation in connection with such compliance, provided that the Agents shall not sell Units in excess of the amount set forth in any Placement Notice (as defined below). The issuance and sale of Placement Units through the Agents will be effected pursuant to the Registration Statement (as defined below) and a Canadian Final Prospectus (as defined below) filed by the Trust, and with respect to the Registration Statement, declared effective by the United States Securities and Exchange Commission (the “Commission”). Nothing although nothing in this Agreement shall be construed as requiring the Trust Partnership to use the Registration Statement and/or the Canadian Final Prospectus to issue any Placement Units. The units For purposes of this Agreement, all references to the Trust are hereby referred to as the “Units.” When determining the aggregate value of the Placement Units soldRegistration Statement, the Placement Units denominated in Prospectus or issued into any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, as or if applicable, a currency the Interactive Data Electronic Application system when used by the Commission (the collectively, “Securities CurrencyXXXXX”) other than U.S. dollars will be translated into U.S. dollars using the Bank of Canada daily exchange rate of U.S. dollars with the Securities Currency in effect as of 4:30 p.m. (Toronto time) on the business day before the issue of such Placement Units).

Issuance and Sale of Units. The Trust agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents Agent units of the Trust (the “Placement Units”); provided, however, that in no event shall the Trust issue or sell through the Agents Agent such number or dollar amount of Placement Units that (a) exceeds the number or dollar amount of Units (as defined below) registered pursuant to the effective Registration Statement (as defined below) pursuant to which the offering will be made, (b) exceeds the number of authorized but unissued Units or (c) exceeds the number or dollar amount of Units for which the Trust has filed a Prospectus (defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 and Section 9.1 of National Instrument 44-102 Shelf Distributions (“NI 44-102”) on the amount of Placement Units issued and sold under this Agreement shall be the sole responsibility of the Trust and that the Agents Agent shall have no obligation in connection with such compliance, provided that the Agents Agent shall not sell Units in excess of the amount set forth in any Placement Notice (as defined below)Notice. The issuance and sale of Placement Units through the Agents Agent will be effected pursuant to the Registration Statement (as defined below) and a Canadian Final Prospectus (as defined below) filed by the Trust, and Trust with respect to the Registration Statement, declared effective by the United States Securities and Exchange Commission (the “Commission”). Nothing ) on May 20, 2016, which Registration Statement became effective upon filing, although nothing in this Agreement shall be construed as requiring the Trust to use the Registration Statement and/or the Canadian Final Prospectus to issue Units. The units of the Trust are hereby referred to as the “Units.” When determining The Trust is qualified under Canadian Securities Laws (as defined below), including the aggregate value rules and procedures established pursuant to National Instrument 44-101 — Short Form Prospectus Distributions and NI 44-102 (the “Shelf Procedures”), in connection with a distribution of the Placement Units soldin each of the Canadian Qualifying Jurisdictions (as defined below) to file a prospectus in the form of a short form base shelf prospectus. A preliminary short form base shelf prospectus and a final short form base shelf prospectus, in each case, in respect of up to $200,000,000 of Units (the Placement Units denominated in “Shelf Securities”) have been filed with the Ontario Securities Commission (the “OSC”), as principal regulator, and with each of the securities commissions or issued in, similar regulatory authorities (as applicable, a currency the “Canadian Securities Commissions”) in each of the provinces and territories of Canada (the “Securities CurrencyCanadian Qualifying Jurisdictions”) in respect of the offering of the Shelf Securities; a receipt (the “Preliminary Receipt”) has been issued by the OSC in its capacity as principal regulator, representing the deemed receipt of each of the other than U.S. dollars will be translated into U.S. dollars using the Bank of Canada daily exchange rate of U.S. dollars with the Canadian Securities Currency Commissions pursuant to Multilateral Instrument 11-102 — Passport System and National Policy 11-202 — Process for Prospectus Reviews in effect as of 4:30 p.m. (Toronto time) on the business day before the issue of such Placement Units.Multiple Jurisdictions

Issuance and Sale of Units. The Trust agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents Agent units of the Trust (the “Placement Units”); provided, however, that in no event shall the Trust issue or sell through the Agents Agent such number or dollar amount of Placement Units that (a) exceeds the number or dollar amount of Units (as defined below) registered pursuant to the effective Registration Statement (as defined below) pursuant to which the offering will be made, (b) exceeds the number of authorized but unissued Units or (c) exceeds the number or dollar amount of Units for which the Trust has filed a Prospectus (defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 and Section 9.1 of National Instrument 44-102 Shelf Distributions (“NI 44-102”) on the amount of Placement Units issued and sold under this Agreement shall be the sole responsibility of the Trust and that the Agents Agent shall have no obligation in connection with such compliance, provided that the Agents Agent shall not sell Units in excess of the amount set forth in any Placement Notice (as defined below)Notice. The issuance and sale of Placement Units through the Agents Agent will be effected pursuant to the Registration Statement (as defined below) and a Canadian Final Prospectus (as defined below) filed by the Trust, and Trust with respect to the Registration Statement, declared effective by the United States Securities and Exchange Commission (the “Commission”). Nothing ) on June 21, 2016, which Registration Statement became effective upon filing, although nothing in this Agreement shall be construed as requiring the Trust to use the Registration Statement and/or the Canadian Final Prospectus to issue Units. The units of the Trust are hereby referred to as the “Units.” When determining The Trust is qualified under Canadian Securities Laws (as defined below), including the aggregate value rules and procedures established pursuant to National Instrument 44-101 — Short Form Prospectus Distributions and NI 44-102 (the “Shelf Procedures”), in connection with a distribution of the Placement Units soldin each of the Canadian Qualifying Jurisdictions (as defined below) to file a prospectus in the form of a short form base shelf prospectus. A preliminary short form base shelf prospectus and a final short form base shelf prospectus, in each case, in respect of up to $1,500,000,000 of Units (the Placement Units denominated in “Shelf Securities”) have been filed with the Ontario Securities Commission (the “OSC”), as principal regulator, and with each of the securities commissions or issued in, similar regulatory authorities (as applicable, a currency the “Canadian Securities Commissions”) in each of the provinces and territories of Canada (the “Securities CurrencyCanadian Qualifying Jurisdictions”) in respect of the offering of the Shelf Securities; a receipt (the “Preliminary Receipt”) has been issued by the OSC in its capacity as principal regulator, representing the deemed receipt of each of the other than U.S. dollars will be translated into U.S. dollars using the Bank of Canada daily exchange rate of U.S. dollars with the Canadian Securities Currency Commissions pursuant to Multilateral Instrument 11-102 — Passport System and National Policy 11-202 — Process for Prospectus Reviews in effect as of 4:30 p.m. (Toronto time) on the business day before the issue of such Placement Units.Multiple Jurisdictions

Issuance and Sale of Units. The Trust agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents units of the Trust (the “Placement Units”); provided, however, that in no event shall the Trust issue or sell through the Agents such number or dollar amount of Placement Units that (a) exceeds the number or dollar amount of Units (as defined below) registered pursuant to the effective Registration Statement (as defined below) pursuant to which the offering will be made, (b) exceeds the number of authorized but unissued Units (as defined below) or (c) exceeds the number or dollar amount of Units for which the Trust has filed a Prospectus (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Units issued and sold under this Agreement shall be the sole responsibility of the Trust and that the Agents shall have no obligation in connection with such compliance, provided that the Agents shall not sell Units in excess of the amount set forth in any Placement Notice (as defined below). The issuance and sale of Placement Units through the Agents will be effected pursuant to the Registration Statement (as defined below) and a Canadian Final Prospectus (as defined below) filed by the Trust, and Trust with respect to the Registration Statement, declared effective by the United States Securities and Exchange Commission (the “Commission”). Nothing ) and declared effective by the Commission on February 27, 2019 and the Canadian Final Prospectus (as defined below) although nothing in this Agreement shall be construed as requiring the Trust to use the Registration Statement and/or or the Canadian Final Prospectus to issue Placement Units. The units of the Trust are hereby referred to as the “Units.” When determining the aggregate value amount of the Placement Units soldsold if sold in Canadian dollars, the Placement Units denominated in or issued in, as applicable, a currency (the “Securities Currency”) other than U.S. such dollars will be translated into converted to U.S. dollars using the Bank of Canada daily exchange rate of for U.S. dollars with the Securities Currency in effect as of 4:30 p.m. (Toronto time) on the business day before the issue issuance of such Placement the Units.

Issuance and Sale of Units. The Trust agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents Agent units of the Trust (the “Placement Units”); provided, however, that in no event shall the Trust issue or sell through the Agents Agent such number or dollar amount of Placement Units that (a) exceeds the number or dollar amount of Units (as defined below) registered pursuant to the effective Registration Statement (as defined below) pursuant to which the offering will be made, (b) exceeds the number of authorized but unissued Units or (c) exceeds the number or dollar amount of Units for which the Trust has filed a Prospectus (defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 and Section 9.1 of National Instrument 44-102 Shelf Distributions (“NI 44-102”) on the amount of Placement Units issued and sold under this Agreement shall be the sole responsibility of the Trust and that the Agents Agent shall have no obligation in connection with such compliance, provided that the Agents Agent shall not sell Units in excess of the amount set forth in any Placement Notice (as defined below)Notice. The issuance and sale of Placement Units through the Agents Agent will be effected pursuant to the Registration Statement (as defined below) and a Canadian Final Prospectus (as defined below) filed by the Trust, and Trust with respect to the Registration Statement, declared effective by the United States Securities and Exchange Commission (the “Commission”). Nothing ) on April 22, 2014, which Registration Statement became effective upon filing, although nothing in this Agreement shall be construed as requiring the Trust to use the Registration Statement and/or the Canadian Final Prospectus to issue Units. The units of the Trust are hereby referred to as the “Units.” When determining The Trust is qualified under Canadian Securities Laws (as defined below), including the aggregate value rules and procedures established pursuant to National Instrument 44-101 — Short Form Prospectus Distributions and NI 44-102 (the “Shelf Procedures”), in connection with a distribution of the Placement Units soldin each of the Canadian Qualifying Jurisdictions (as defined below) to file a prospectus in the form of a short form base shelf prospectus. A preliminary short form base shelf prospectus and a final short form base shelf prospectus, in each case, in respect of up to $1,500,000,000 of Units (the Placement Units denominated in “Shelf Securities”) have been filed with the Ontario Securities Commission (the “OSC”), as principal regulator, and with each of the securities commissions or issued in, similar regulatory authorities (as applicable, a currency the “Canadian Securities Commissions”) in each of the provinces and territories of Canada (the “Securities CurrencyCanadian Qualifying Jurisdictions”) in respect of the offering of the Shelf Securities; a receipt (the “Preliminary Receipt”) has been issued by the OSC in its capacity as principal regulator, representing the deemed receipt of each of the other than U.S. dollars will be translated into U.S. dollars using the Bank of Canada daily exchange rate of U.S. dollars with the Canadian Securities Currency Commissions pursuant to Multilateral Instrument 11-102 — Passport System and National Policy 11-202 — Process for Prospectus Reviews in effect as of 4:30 p.m. (Toronto time) on the business day before the issue of such Placement Units.Multiple Jurisdictions

Issuance and Sale of Units. The Trust agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents Agent units of the Trust (the “Placement Units”); provided, however, that in no event shall the Trust issue or sell through the Agents Agent such number or dollar amount of Placement Units that (a) exceeds the number or dollar amount of Units (as defined below) registered pursuant to the effective Registration Statement (as defined below) pursuant to which the offering will be made, (b) exceeds the number of authorized but unissued Units (as defined below) or (c) exceeds the number or dollar amount of Units for which the Trust has filed a Prospectus (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 and Section 9.1 of National Instrument 44-102 Shelf Distributions (“NI 44-102”) on the amount of Placement Units issued and sold under this Agreement shall be the sole responsibility of the Trust and that the Agents Agent shall have no obligation in connection with such compliance, provided that the Agents Agent shall not sell Units in excess of the amount set forth in any Placement Notice (as defined below). The issuance and sale of Placement Units through the Agents Agent will be effected pursuant to the Registration Statement (as defined below) and a Canadian Final Prospectus (as defined below) filed by the Trust, and Trust with respect to the Registration Statement, declared effective by the United States Securities and Exchange Commission (the “Commission”). Nothing ) and declared effective by the Commission on February 27, 2019 although nothing in this Agreement shall be construed as requiring the Trust to use the Registration Statement and/or the Canadian Final Prospectus to issue Placement Units. The units of the Trust are hereby referred to as the “Units.” When determining The Trust is qualified under Canadian Securities Laws (as defined below), including the aggregate value rules and procedures established pursuant to National Instrument 44-101 — Short Form Prospectus Distributions and NI 44-102 (the “Shelf Procedures”), in connection with a distribution of the Placement Units soldin each of the Canadian Qualifying Jurisdictions (as defined below) to file a prospectus in the form of a short form base shelf prospectus. A final short form base shelf prospectus in respect of up to $1,500,000,000 of Units (the “Shelf Securities”) has been filed with the Ontario Securities Commission (the “OSC”), as principal regulator, and with each of the Placement Units denominated in securities commissions or issued in, similar regulatory authorities (as applicable, a currency the “Canadian Securities Commissions”) in each of the provinces and territories of Canada (the “Securities CurrencyCanadian Qualifying Jurisdictions”) in respect of the offering of the Shelf Securities; a receipt (the “Final Receipt”) has been issued by the OSC in its capacity as principal regulator, representing the deemed receipt of each of the other than U.S. dollars will be translated into U.S. dollars using the Bank of Canada daily exchange rate of U.S. dollars with the Canadian Securities Currency Commissions pursuant to Multilateral Instrument 11-102 — Passport System and National Policy 11-202 — Process for Prospectus Reviews in effect as of 4:30 p.m. (Toronto time) on the business day before the issue of such Placement Units.Multiple

Issuance and Sale of Units. The Trust agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents Agent units of the Trust (the “Placement Units”); provided, however, that in no event shall the Trust issue or sell through the Agents Agent such number or dollar amount of Placement Units that (a) exceeds the number or dollar amount of Units (as defined below) registered pursuant to the effective Registration Statement (as defined below) pursuant to which the offering will be made, (b) exceeds the number of authorized but unissued Units or (c) exceeds the number or dollar amount of Units for which the Trust has filed a Prospectus (defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 and Section 9.1 of National Instrument 44-102 Shelf Distributions (“NI 44-102”) on the amount of Placement Units issued and sold under this Agreement shall be the sole responsibility of the Trust and that the Agents Agent shall have no obligation in connection with such compliance, provided that the Agents Agent shall not sell Units in excess of the amount set forth in any Placement Notice (as defined below)Notice. The issuance and sale of Placement Units through the Agents Agent will be effected pursuant to the Registration Statement (as defined below) and a Canadian Final Prospectus (as defined below) filed by the Trust, and Trust with respect to the Registration Statement, declared effective by the United States Securities and Exchange Commission (the “Commission”). Nothing ) on April 22, 2014, which Registration Statement became effective upon filing, although nothing in this Agreement shall be construed as requiring the Trust to use the Registration Statement and/or the Canadian Final Prospectus to issue Units. The units of the Trust are hereby referred to as the “Units.” When determining The Trust is qualified under Canadian Securities Laws (as defined below), including the aggregate value rules and procedures established pursuant to National Instrument 44-101 — Short Form Prospectus Distributions and NI 44-102 (the “Shelf Procedures”), in connection with a distribution of the Placement Units soldin each of the Canadian Qualifying Jurisdictions (as defined below) to file a prospectus in the form of a short form base shelf prospectus. A preliminary short form base shelf prospectus and a final short form base shelf prospectus, in each case, in respect of up to $1,500,000,000 of Units (the Placement Units denominated in “Shelf Securities”) have been filed with the Ontario Securities Commission (the “OSC”), as principal regulator, and with each of the securities commissions or issued in, similar regulatory authorities (as applicable, the “Canadian Securities Commissions”) in each of the provinces and territories of Canada (the “Canadian Qualifying Jurisdictions”) in respect of the offering of the Shelf Securities; a currency receipt (the “Preliminary Receipt”) has been issued by the OSC in its capacity as principal regulator, representing the deemed receipt of each of the other Canadian Securities Commissions pursuant to Multilateral Instrument 11-102 — Passport System and National Policy 11-202 — Process for Prospectus Reviews in Multiple Jurisdictions (collectively, the “Passport System”) in respect of such preliminary short form base shelf prospectus in the form heretofore delivered to the Agent or available through XXXXX or SEDAR (together with all documents filed in connection therewith and all documents incorporated by reference therein); and a receipt (the “Final Receipt”) has been obtained from the OSC in its capacity as principal regulator, representing the deemed receipt of each of the other Canadian Securities Commissions pursuant to the Passport System in respect of such final short form base shelf prospectus in the form heretofore delivered to the Agent or available through XXXXX or SEDAR (together with all documents filed in connection therewith and all documents incorporated by reference therein). No other document to be incorporated by reference therein has been filed with the OSC as principal regulator and or with any of the other Canadian Securities Commissions except for any documents heretofore delivered to the Agent or available through XXXXX or SEDAR; no order having the effect of ceasing or suspending the distribution of the Shelf Securities (including any Units) has been issued by the OSC or any other Canadian Securities Commission and no proceeding for that purpose has been initiated or, to the best of the Trust’s knowledge and the Manager’s knowledge, threatened by the OSC or any other Canadian Securities Commission (the final short form base shelf prospectus, as most recently amended, if applicable, filed with the OSC as principal regulator and with each of the other Canadian Securities Commissions on or before the date of this Agreement for which a receipt has been issued by the OSC in its capacity as principal regulator, representing the deemed receipt of each of the other Canadian Securities Commissions pursuant to the Passport System being hereinafter called the “Canadian Basic Prospectus”). The final prospectus supplement relating to the offering of the Units to be filed with the OSC as principal regulator and with each of the other Canadian Securities Commissions in accordance with the Shelf Procedures and in accordance with Section 7(w) hereof, together with the Canadian Basic Prospectus, is hereinafter called the “Canadian Final Prospectus”. As used herein, the terms “Canadian Basic Prospectus” and “Canadian Final Prospectus” shall include the documents, if any, incorporated by reference therein. The Trust has filed with the Commission a registration statement on Form F-10 (File No. 333-195434) relating to the Shelf Securities and an appointment of agent for service of process on Form F-X (a “Trust Form F-X”) relating to the registration statement, and the Trust has caused RBC Investor Services Trust (“RBC Investor Services”) to prepare and file with the Commission an appointment of agent for service of process on Form F-X (an “Agent Form F-X”); there are no reports or other information that in accordance with the requirements of the OSC or the Canadian Securities Commissions must be made publicly available in connection with the offering of the Units that have not been made publicly available as required; there are no documents required to be filed with the OSC or the Canadian Securities Commissions in connection with the Prospectuses (as defined below) that have not been filed as required; there are no contracts, documents or other materials required to be described or referred to in the Registration Statement or the Prospectuses (as hereinafter defined) or to be filed or incorporated by reference as exhibits to the Registration Statement (as defined below) that are not described, referred to or filed or incorporated by reference as required. The Trust may file one or more additional registration statements from time to time that will contain a Basic Prospectus (as defined below) and related prospectus, if applicable (which shall be a Prospectus (as defined below)), with respect to the Placement Units. The registration statement on Form F-10 as amended to the date of this Agreement, including the information (if any) deemed to be a part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the U.S. Securities Act of 1933, as amended (the “Securities CurrencyAct”) other than U.S. dollars will be translated into U.S. dollars using ), is hereinafter called the Bank “Registration Statement”; the base prospectus relating to the Shelf Securities filed as part of Canada daily exchange rate of U.S. dollars the Registration Statement, in the form in which it has most recently been filed with the Securities Currency Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”. For purposes of this Agreement, “Prospectus” means the final prospectus supplement relating to the offering of the Placement Units, together with the Basic Prospectus, filed with the Commission pursuant to General Instruction II.L. of Form F-10 in effect accordance with Section 7(w) hereof. As used herein, the terms “Registration Statement”, “Basic Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of 4:30 p.m. the relevant time. -2- The Terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Canadian Basic Prospectus and the Basic Prospectus shall include any document subsequently filed by the Trust pursuant to the Shelf Procedures or the Securities Exchange Act of 1934, as amended (Toronto time) on the business day before “Exchange Act”), as the issue of such Placement Unitscase may be, that is deemed to be incorporated by reference therein. As used herein, “Basic Prospectuses” shall mean, collectively, the Canadian Basic Prospectus and the Basic Prospectus; and “Prospectuses” shall mean, collectively, the Canadian Final Prospectus and the Prospectus.