Common use of MATTERS RELATING TO THE CORPORATION Clause in Contracts

MATTERS RELATING TO THE CORPORATION. The Corporation represents, warrants and covenants with the Underwriter that facilitates sales in the United States or to a U.S. Person that: (a) the Corporation is, and as of the Closing Date and the Option Closing Date (if any) reasonably believes it will be a Foreign Issuer and reasonably believes there is, and as of the Closing Date and the Option Closing Date (if any) there will be no Substantial U.S. Market Interest in any of the Unit Securities; (b) none of the Corporation, its affiliates or any person acting on any of their behalf (other than the Underwriter, the U.S. Affiliates, any Selling Firm, or any person acting on any of their behalf as to whom the Corporation makes no representation, warranty or covenant), has engaged or will engage in any Directed Selling Efforts with respect to the Units or has made or will make any offer to sell, solicitation of an offer to buy or sale of Units to, or for the benefit or account of, a person in the United States or a U.S. Person except through or as instructed by the Underwriter and the U.S. Affiliates in the manner provided for in Section 3 of this Schedule “A”; (c) none of the Corporation, its affiliates or any person acting on any of their behalf (other than the Underwriter, the U.S. Affiliates, any Selling Firm or any person acting on any of their behalf, in respect of which no representation, warranty or covenant is made) has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Units to, or for the account or benefit of, any person in the United States or a U.S. Person; or (B) any sale of Units unless, at the time the buy order was or will have been originated, the Subscriber is (i) outside the United States and not a U.S. Person or (ii) the Corporation, its affiliates, and any person acting on its or their behalf reasonably believes that the Subscriber is outside the United States and not a U.S. Person. (d) the Corporation is not, and will not be as a result of the sale of the Units, an “investment company” pursuant to the provisions of the United States Investment Company Act of 1940, as amended; (e) none of the Corporation, its affiliates or any person acting on any of their behalf (other than the Underwriter, the U.S. Affiliates, any Selling Firm, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty or covenant) has engaged or will engage in: (i) any form of General Solicitation or General Advertising or any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with offers and sales of Units to, or for the account or benefit of, persons in the United States or U.S. Persons, or (ii) any conduct in violation of Regulation M under the U.S. Exchange Act in connection with offers or sales of the Units; (f) none of the Corporation, its affiliates or any person acting on any of their behalf (other than the Underwriter, the U.S. Affiliates, any Selling Firm, or any person acting on any of their behalf as to whom the Corporation makes no representation, warranty or covenant), has taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S to be unavailable for the offer and sale of the Units pursuant to the Underwriting Agreement (including this Schedule “A”); (g) none of the Unit Securities are, and as of the Closing Time and any Option Closing Time, if applicable, the Unit Securities will not be, and none of the securities of the same class as the Unit Securities are or will be, listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act, quoted in an "automated inter-dealer quotation system", as such term is used in the U.S. Exchange Act, or convertible or exchangeable at an effective conversion or exercise premium (calculated as specified in Section (a)(6) or (7) of Rule 144A) of less than ten percent for securities so listed or quoted; (h) for so long as any of the Unit Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may not be resold pursuant to Rule 144(b)(1) under the U.S. Securities Act, and if the Corporation is not subject to and in compliance with the reporting requirements of Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended, or exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation will provide to any holder of such securities and any prospective purchaser of such securities designated by such holder, upon the request of such holder or prospective purchaser, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act (so long as the provisions of such information is required in order to permit resales of such securities pursuant to Rule 144A); (i) none of the Corporation or any of its predecessors or affiliates has had the registration of a class of securities under the U.S. Exchange Act revoked by the United States Securities and Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder; and (j) the Corporation is not obligated to register any class of securities under the U.S. Exchange Act with the United States Securities and Exchange Commission

MATTERS RELATING TO THE CORPORATION. The Corporation represents, warrants and covenants with each of the Underwriter Underwriters that facilitates sales in the United States or to a U.S. Person that: (a) the Corporation is, and as of the Closing Date and the Option Closing Date (if any) reasonably believes it will be a Foreign Issuer and reasonably believes there is, and as of the Closing Date and the Option Closing Date (if any) there will be no Substantial U.S. Market Interest in any class of the Unit SecuritiesCorporation’s securities; (b) none of the Corporation, its affiliates or any person acting on any of their behalf (other than the UnderwriterUnderwriters, the U.S. Affiliates, any Selling Firm, or any person acting on any of their behalf as to whom the Corporation makes no representation, warranty or covenant), has engaged or will engage in any Directed Selling Efforts with respect to the Units or has made or will make any offer to sell, solicitation of an offer to buy or sale of Units to, or for the benefit or account of, a person in the United States or a U.S. Person except through or as instructed by the Underwriter Underwriters and the U.S. Affiliates in the manner provided for in Section 3 of this Schedule “A”; (c) none of the Corporation, its affiliates or any person acting on any of their behalf (other than the UnderwriterUnderwriters, the U.S. Affiliates, any Selling Firm or any person acting on any of their behalf, in respect of which no representation, warranty or covenant is made) has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Units to, or for the account or benefit of, any person in the United States or a U.S. Person; or (B) any sale of Units unless, at the time the buy order was or will have been originated, the Subscriber is (i) outside the United States and not a U.S. Person or (ii) the Corporation, its affiliates, and any person acting on its or their behalf reasonably believes that the Subscriber is outside the United States and not a U.S. Person. (d) the Corporation is not, and will not be as a result of the sale of the Units, an “investment company” pursuant to the provisions of the United States Investment Company Act of 1940, as amended; (e) none of the Corporation, its affiliates or any person acting on any of their behalf (other than the UnderwriterUnderwriters, the U.S. Affiliates, any Selling Firm, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty or covenant) has engaged or will engage in: (i) any form of General Solicitation or General Advertising or any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with offers and sales of Units to, or for the account or benefit of, persons in the United States or U.S. Persons, or (ii) any conduct in violation of Regulation M under the U.S. Exchange Act in connection with offers or sales of the Units; (f) none of the Corporation, its affiliates or any person acting on any of their behalf (other than the UnderwriterUnderwriters, the U.S. Affiliates, any Selling Firm, or any person acting on any of their behalf as to whom the Corporation makes no representation, warranty or covenant), has taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S to be unavailable for the offer and sale of the Units pursuant to the Underwriting Agreement (including this Schedule “A”); (g) none of the Unit Securities areCorporation or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining that person for failure to comply with Rule 503 of Regulation D; (h) the Units are not, and as of the Closing Time and any Option Closing Time, if applicable, the Unit Securities Units will not be, and none of the no securities of the same class as the Unit Securities Units are or will be, listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act, quoted in an "automated inter-dealer quotation system", as such term is used in the U.S. Exchange Act, or convertible or exchangeable at an effective conversion or exercise premium (calculated as specified in Section (a)(6) or (7) of Rule 144A) of less than ten percent for securities so listed or quoted; (hi) for so long as any of the Unit Securities Units are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may not be resold pursuant to Rule 144(b)(1) under the U.S. Securities Act, and if the Corporation is not subject to and in compliance with the reporting requirements of Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended, or exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation will provide to any holder of such securities and any prospective purchaser of such securities designated by such holder, upon the request of such holder or prospective purchaser, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act (so long as the provisions of such information is required in order to permit resales of such securities pursuant to Rule 144A); (ij) if the Corporation or a purchaser in the United States determines that the Corporation is a “passive foreign investment company” within the meaning of Section 1297(a) of the United States Internal Revenue Code of 1986, as amended, during any calendar year following the purchase of the Units by such purchaser, the Corporation shall provide to such purchaser, upon written request, all information that would be reasonably required for income tax reporting purposes to permit a United States securityholder to make the election to treat the Corporation as a “qualified electing fund” for the purposes of such Code; (k) the Corporation will use its reasonable efforts, with the cooperation of and coordination with the Underwriters (including, but not limited to reasonable or required information requested from the Underwriters or their U.S. Affiliates), within prescribed time periods, prepare and file any forms or notices required to be filed under the U.S. Securities Act or applicable state securities laws in connection with the offer and sale of the Units to, or for the account or benefit of, persons in the United States or U.S. Persons pursuant to this Schedule “A”; (l) none of the Corporation or any of its predecessors or affiliates has had the registration of a class of securities under the U.S. Exchange Act revoked by the United States Securities and Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder; and (jm) the Corporation is not obligated to register any class of securities under the U.S. Exchange Act with the United States Securities and Exchange Commission.

MATTERS RELATING TO THE CORPORATION. The Corporation represents, warrants and covenants covenants, to and with the Underwriter that facilitates sales in the United States or to a U.S. Person Agents, that: (a) the Corporation is, and as of each date of the Closing Date and issuance of the Option Closing Date (if any) reasonably believes it Securities will be be, a Foreign Issuer and reasonably believes there is, and as of the Closing Date and date of each issuance of the Option Closing Date (if any) Securities there will be be, no Substantial U.S. Market Interest in with respect to any class of the Unit SecuritiesCorporation’s equity securities; (b) none of the Corporation, its affiliates or any person acting on any of its or their behalf (other than the UnderwriterAgents, the U.S. AffiliatesAffiliate(s), or any Selling Firm, or any person acting on any of their behalf as to whom the Corporation makes no representation, warranty or covenant), has engaged or will engage in any Directed Selling Efforts with respect to the Units Securities or has made or will make any offer to sell, solicitation of an offer to buy or sale of Units the Securities to, or for the benefit or account of, a person in the United States or a U.S. Person except through or as instructed by the Underwriter and the U.S. Affiliates Agents in the manner provided for in Section 3 of this Schedule “A”; (c) none of the Corporation, its affiliates or any person acting on any of their behalf (other than the Underwriter, the U.S. Affiliates, any Selling Firm or any person acting on any of their behalf, in respect of which no representation, warranty or covenant is made) has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Units to, or for the account or benefit of, any person in the United States or a U.S. Person; or (B) any sale of Units unless, at the time the buy order was or will have been originated, the Subscriber is (i) outside the United States and not a U.S. Person or (ii) the Corporation, its affiliates, and any person acting on its or their behalf reasonably believes that the Subscriber is outside the United States and not a U.S. Person. (d) the Corporation is not, and will not be as a result of the sale of the UnitsSecurities, registered or required to register as an “investment company” pursuant to the provisions of the United States Investment Company Act of 1940, as amended; (ed) none of the Corporation, its affiliates or any person acting on any of its or their behalf (other than the UnderwriterAgents, the U.S. AffiliatesAffiliate(s), or any Selling Firm, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty or covenant) has engaged or will engage in: (i) any form of General Solicitation or General Advertising or any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with offers and sales any offer or sale of Units the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, or (ii) any conduct in violation of Regulation M under the U.S. Exchange Act in connection with offers any offer or sales sale of the UnitsSecurities; (fe) none of the Corporation, its affiliates or any person acting on any of its or their behalf (other than the UnderwriterAgents, the U.S. AffiliatesAffiliate(s), or any Selling Firm, or any person acting on any of their behalf as to whom the Corporation makes no representation, warranty or covenant), has taken or will take any action that would cause either the exemption from the registration requirements of the U.S. Securities Act provided by under Rule 144A or the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903 506(b) of Regulation S to be unavailable D for the offer and sale of the Units pursuant Securities to, or for the account or benefit of, persons in the United States or U.S. Persons or the exclusion from registration under Rule 903 of Regulation S for the offer and sale of the Securities to, or for the account or benefit of, persons outside the United States that are not U.S. Persons to be unavailable; (f) none of the Underwriting Agreement (including this Schedule “A”)Corporation or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining that person for failure to comply with Rule 503 of Regulation D; (g) none the Corporation has not for a period beginning six months prior to the commencement of the Unit Securities are, and as offering of the Closing Time Securities sold, offered for sale or solicited 24098140.3 any offer to buy any of its securities and any Option Closing Time, if applicable, the Unit Securities Corporation will not befor a period ending six months following the last Closing sell, offer for sale or solicit any offer to buy any of its securities, in a manner that would be integrated with the offer and none sale of the Securities and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of such securities of to, or for the same class as the Unit Securities are benefit or will beaccount of, listed on a national securities exchange persons in the United States registered under Section 6 of the or U.S. Exchange Act, quoted in an "automated inter-dealer quotation system", as such term is used in the U.S. Exchange Act, or convertible or exchangeable at an effective conversion or exercise premium (calculated as specified in Section (a)(6) or (7) of Rule 144A) of less than ten percent for securities so listed or quotedPersons; (h) for so long as any of if the Unit Securities are outstanding and are Corporation or a purchaser in the United States determines that the Corporation is a “restricted securitiespassive foreign investment company” within the meaning of Rule 144(a)(3Section 1297(a) of the United States Internal Revenue Code of 1986, as amended, during any calendar year following the purchase of the Securities by such purchaser, the Corporation shall provide to such purchaser, upon written request, all information that would be reasonably required for income tax reporting purposes to permit a United States securityholder to make the election to treat the Corporation as a “qualified electing fund” for the purposes of such Code; (i) the Corporation will, within prescribed time periods, prepare and file any forms or notices required to be filed under the U.S. Securities Act or applicable state securities laws in connection with the offer and may not be resold sale of the Securities to, or for the benefit or account of, U.S. Purchasers pursuant to Rule 144(b)(1) under the U.S. Securities Act, and if the Corporation is not subject to and in compliance with the reporting requirements of Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended, or exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation will provide to any holder of such securities and any prospective purchaser of such securities designated by such holder, upon the request of such holder or prospective purchaser, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act (so long as the provisions of such information is required in order to permit resales of such securities pursuant to Rule 144A)this Schedule A; (ij) none of the Corporation or any of its predecessors or affiliates has had the registration of a class of securities under the U.S. Exchange Act revoked by the United States Securities and Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder; (k) as of the Closing Date, with respect to Securities offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), none of the Corporation, any of its predecessors, any affiliated issuer issuing Regulation D Securities, any director, executive officer or other officer of the Corporation participating in the offering of Regulation D Securities, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (but excluding any Dealer Covered Person (as defined below), as to whom no representation, warranty or covenant is made) (each, an "Issuer Covered Person" and, collectively, the "Issuer Covered Persons") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under Regulation D. The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. If applicable, the Corporation has complied with its disclosure obligations under Rule 506(e) under Regulation D, and has furnished to the Agents and their U.S. Affiliate(s) a copy of any disclosures provided thereunder; and (jl) the Corporation is not obligated to register any class of securities under the U.S. Exchange Act with the United States Securities and Exchange Commission. 24098140.3

MATTERS RELATING TO THE CORPORATION. The Corporation represents, warrants and covenants covenants, to and with the Underwriter that facilitates sales in the United States or to a U.S. Person Agent, that: (a) the Corporation is, and as of each date of the Closing Date and issuance of the Option Closing Date (if any) reasonably believes it Offered Shares will be be, a Foreign Issuer and reasonably believes there is, and as of the Closing Date and date of each issuance of the Option Closing Date (if any) Offered Shares there will be be, no Substantial U.S. Market Interest in with respect to any class of the Unit SecuritiesCorporation’s equity securities; (b) none of the Corporation, its affiliates or any person acting on any of its or their behalf (other than the UnderwriterAgent, the U.S. AffiliatesAffiliate(s), or any Selling Firm, or any person acting on any of their behalf as to whom the Corporation makes no representation, warranty or covenant), has engaged or will engage in any Directed Selling Efforts with respect to the Units Offered Shares or has made or will make any offer to sell, solicitation of an offer to buy or sale of Units the Offered Shares to, or for the benefit or account of, a person in the United States or a U.S. Person except through or as instructed by the Underwriter and the U.S. Affiliates Agent in the manner provided for in Section 3 of this Schedule “A”; (c) none of the Corporation, its affiliates or any person acting on any of their behalf (other than the Underwriter, the U.S. Affiliates, any Selling Firm or any person acting on any of their behalf, in respect of which no representation, warranty or covenant is made) has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Units to, or for the account or benefit of, any person in the United States or a U.S. Person; or (B) any sale of Units unless, at the time the buy order was or will have been originated, the Subscriber is (i) outside the United States and not a U.S. Person or (ii) the Corporation, its affiliates, and any person acting on its or their behalf reasonably believes that the Subscriber is outside the United States and not a U.S. Person. (d) the Corporation is not, and will not be as a result of the sale of the UnitsOffered Shares, registered or required to register as an “investment company” pursuant to the provisions of the United States Investment Company Act of 1940, as amended; (ed) none of the Corporation, its affiliates or any person acting on any of its or their behalf (other than the UnderwriterAgent, the U.S. AffiliatesAffiliate(s), or any Selling Firm, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty or covenant) has engaged or will engage in: (i) any form of General Solicitation or General Advertising or any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with offers and sales any offer or sale of Units the Offered Shares to, or for the account or benefit of, persons in the United States or U.S. Persons, or (ii) any conduct in violation of Regulation M under the U.S. Exchange Act in connection with offers any offer or sales sale of the UnitsOffered Shares; (fe) none of the Corporation, its affiliates or any person acting on any of its or their behalf (other than the UnderwriterAgent, the U.S. AffiliatesAffiliate(s), or any Selling Firm, or any person acting on any of their behalf as to whom the Corporation makes no representation, warranty or covenant), has taken or will take any action that would cause either the exemption from the registration requirements of the U.S. Securities Act provided by under Rule 144A or the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903 506(b) of Regulation S to be unavailable D for the offer and sale of the Units Offered Shares to, or for the account or benefit of, persons in the United States or U.S. Persons or the exclusion from registration under Rule 903 of Regulation S for the offer and sale of the Offered Shares to, or for the account or benefit of, persons outside the United States that are not U.S. Persons to be unavailable; (f) none of the Corporation or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining that person for failure to comply with Rule 503 of Regulation D; (g) the Corporation has not for a period beginning six months prior to the commencement of the offering of the Offered Shares sold, offered for sale or solicited any offer to buy any of its securities and the Corporation will not for a period ending six months following the last Closing sell, offer for sale or solicit any offer to buy any of its securities, in a manner that would be integrated with the offer and sale of the Offered Shares and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of such securities to, or for the benefit or account of, persons in the United States or U.S. Persons; (h) if the Corporation or a purchaser in the United States determines that the Corporation is a “passive foreign investment company” within the meaning of Section 1297(a) of the United States Internal Revenue Code of 1986, as amended, during any calendar year following the purchase of the Offered Shares by such purchaser, the Corporation shall provide to such purchaser, upon written request, all information that would be reasonably required for income tax reporting purposes to permit a United States securityholder to make the election to treat the Corporation as a “qualified electing fund” for the purposes of such Code; (i) the Corporation will, within prescribed time periods, prepare and file any forms or notices required to be filed under the U.S. Securities Act or applicable state securities laws in connection with the offer and sale of the Offered Shares to, or for the benefit or account of, persons in the United States or U.S. Persons pursuant to the Underwriting Agreement (including this Schedule “A”); (g) none of the Unit Securities are, and as of the Closing Time and any Option Closing Time, if applicable, the Unit Securities will not be, and none of the securities of the same class as the Unit Securities are or will be, listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act, quoted in an "automated inter-dealer quotation system", as such term is used in the U.S. Exchange Act, or convertible or exchangeable at an effective conversion or exercise premium (calculated as specified in Section (a)(6) or (7) of Rule 144A) of less than ten percent for securities so listed or quoted; (h) for so long as any of the Unit Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may not be resold pursuant to Rule 144(b)(1) under the U.S. Securities Act, and if the Corporation is not subject to and in compliance with the reporting requirements of Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended, or exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation will provide to any holder of such securities and any prospective purchaser of such securities designated by such holder, upon the request of such holder or prospective purchaser, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act (so long as the provisions of such information is required in order to permit resales of such securities pursuant to Rule 144A); (ij) none of the Corporation or any of its predecessors or affiliates has had the registration of a class of securities under the U.S. Exchange Act revoked by the United States Securities and Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder; (k) with respect to Offered Shares offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), none of the Corporation, any of its predecessors, any affiliated issuer issuing Regulation D Securities, any director, executive officer or other officer of the Corporation participating in the offering of Regulation D Securities, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (but excluding any Dealer Covered Person (as defined below), as to whom no representation, warranty or covenant is made) (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under Regulation D. The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. If applicable, the Corporation has complied with its disclosure obligations under Rule 506(e) under Regulation D, and has furnished to the Agent and its U.S. Affiliate(s) a copy of any disclosures provided thereunder; (l) the Corporation is not aware of any person (other than the Agent, its U.S. Affiliate and any selling person that has made in writing, in favour of the Corporation, the representations set forth in paragraph 3(m) below as if it were an Agent) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities; and (jm) the Corporation is not obligated to register any class of securities under the U.S. Exchange Act with the United States Securities and Exchange Commission.