Representations, Warranties and Agreements Survive Closing. The representations, warranties and agreements herein contained shall survive the purchase by the Underwriters of the Shares and shall continue in full force and effect unaffected by any subsequent disposition of the Shares. If the foregoing is in accordance with your understanding, will you please confirm your acceptance by signing below in the place indicated. Yours truly, TD SECURITIES INC. By: ----------------------------------- Authorized Signatory SCOTIA CAPITAL INC. By: ----------------------------------- Authorized Signatory CIBC WORLD MARKETS INC. By: ----------------------------------- Authorized Signatory RBC DOMINION SECURITIES INC. By: ----------------------------------- Authorized Signatory GRIFFITHS MCBURNEY & PARTNERS Xx: ----------------------------------- Authorized Signatory ROGERS COMMUNICATIONS INC. By: ----------------------------- Authorized Signatory By: ----------------------------- Authorized Signatory SCHEDULE I LIST OF SIGNIFICANT SUBSIDIARIES NAME OF SUBSIDIARY JURISDICTION OF INCORPORATION ------------------ ----------------------------- Rogers Wireless Communications Inc.* Canada Rogexx Xxxle Inc. Ontario Rogexx Xxxia Inc. British Columbia * RCI owns 55.8% of the outstanding capital stock of Rogers Wireless Communications Inc. SCHEDULE II OPINION OF TORYS LLP AND SIDE LETTER -, 2003 [List Underwriters] Davies Ward Phillips & Vineberg LLP Dear Sirs/Mesdames: RE: RXXXXX XXXXXXXCATXXXX XXX. PUBLIC OFFERING OF - CLASX X XXN-VOTING SHARES We have acted for Rogers Communications Inc. (the "Corporation") in connection with the xxxxx and sale today by the Corporation of - Class B Non-Voting Shares (the "Shares") to - and - (the "Underwriters") pursuant to an agreement dated May -, 2003 made between the Corporation and the Underwriters (the "Underwriting Agreement"). This opinion is being delivered to you pursuant to paragraph 5(f) of the Underwriting Agreement. As such counsel, we have participated in the preparation of and have examined executed copies of:

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Representations, Warranties and Agreements Section 6.01.
Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date:
Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:
Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
Representations, Warranties and Agreements of Purchaser (a) The Purchaser hereby represents and warrants to the Seller, as of the date hereof (or such other date as is specified in the related representation or warranty) as follows:
Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that:
Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.
Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that:
Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.
Representations, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that:

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