Common use of CONDITIONS TO THE OBLIGATIONS OF THE Clause in Contracts

CONDITIONS TO THE OBLIGATIONS OF THE. Underwriters The obligation of the Underwriters to purchase the Notes pursuant to this Agreement is subject to: (i) the accuracy as of the Closing Date of the representations and warranties on the part of the Sponsor herein contained; (ii) the performance by the Sponsor of its obligations hereunder; and (iii) the following conditions as of the Closing Date: A. The Underwriters shall have received confirmation of the effectiveness of the Registration Statement. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission. Any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus shall have been complied with. B. The Underwriters shall not have discovered and disclosed to the Sponsor on or prior to the Closing Date that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, in the opinion of Brow▇ & ▇ood LLP, counsel for the Underwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleading. C. All corporate proceedings and other legal matters relating to the authorization, form and validity of the Documents, the Notes, the Registration Statement and the Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be satisfactory in all respects to counsel for the Underwriters, and the Sponsor shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

CONDITIONS TO THE OBLIGATIONS OF THE. Underwriters The obligation UnderwritersThe obligations of the Underwriters to purchase the Notes pursuant Securities shall be subject to this Agreement is subject to: (i) the accuracy as of the Closing Date of the representations and warranties on the part of the Sponsor Company contained herein contained; as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (i) The Canadian Final Prospectus shall have been filed with the Reviewing Authority under the Shelf Procedures and (ii) the performance U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L. of Form F-10 under the Act, in each case, within the applicable time period prescribed for such filing and in accordance with Section 5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and any other material required to be filed by the Sponsor of its obligations hereunder; and (iiiCompany pursuant to Rule 433(d) under the following conditions as of the Closing Date: A. The Underwriters Act shall have received confirmation of been filed with the effectiveness of Commission within the Registration Statement. No applicable time prescribed for such filing by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no order preventing or suspending the use of any prospectus relating to the Securities shall have been issued and no proceeding for that any such purpose shall have been initiated or threatened by the CommissionCommission or the Reviewing Authority; (b) The Company shall have requested and caused ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States special counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect that: (i) the statements in the Disclosure Package and the U.S. Final Prospectus under the heading “Certain Income Tax Information — Certain United States Federal Income Tax Considerations,” to the extent that they constitute summaries of United States federal statutes, rules and regulations or portions thereof, have been reviewed by such counsel and fairly summarize the matters described under that heading in all material respects; (ii) the Indenture (to the extent execution and delivery are governed by the laws of New York) has been duly executed and delivered by the Company. Any request The Indenture constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that the enforceability of the Indenture may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and possible judicial action giving effect to governmental actions relating to persons or transactions or foreign laws affecting creditors’ rights and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); (iii) the Indenture conforms in all material respects to its description contained in the Disclosure Package and the U.S. Final Prospectus under the headings “Description of the Notes” and “Description of Debt Securities”. The Indenture has been duly qualified under the Trust Indenture Act; (iv) the Securities (to the extent execution is governed by the laws of New York) have been duly executed by the Company. The Securities, when duly issued and delivered by the Company against payment as provided in the Underwriting Agreement, will constitute the legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except that the enforceability of the Securities may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and possible judicial action giving effect to governmental actions relating to persons or transactions or foreign laws affecting creditors’ rights and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and the Securities, when issued and delivered, will conform in all material respects to the description contained in the Disclosure Package and the U.S. Final Prospectus under the captions “Description of the Notes” and “Description of Debt Securities”; (v) the Registration Statement, the Form F-X, the Preliminary Prospectus and the U.S. Final Prospectus, as of their respective effective or issue times, appear on their face to be appropriately responsive in all material respects to the requirements of the Act and the rules and regulations of the Commission under the Act, except for inclusion the financial statements, financial statement schedules and other financial data included or incorporated by reference in or omitted from any of additional information in them, and the Registration Statement or Form T-1, as to which such counsel expresses no opinion. Such counsel has assumed, for purposes of this paragraph, the compliance of the Canadian Base Prospectus shall have been complied with. B. The Underwriters shall not have discovered and disclosed to the Sponsor on or prior to Canadian Final Prospectus with the Closing Date requirements of Alberta Securities Laws, as interpreted and applied by the Alberta Securities Commission. Such counsel understands that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, such matters are covered in the opinion of Brow▇▇▇▇▇▇ & ▇ood LLP▇▇▇▇▇ LLP to be furnished on the Closing Date; (vi) this Agreement (to the extent execution and delivery are governed by the laws of New York) has been duly executed and delivered by the Company; (vii) the Company is not and, counsel for after giving effect to the Underwritersoffering and sale of the Securities, is material and is the application of their proceeds as described in the Disclosure Package and the U.S. Final Prospectus under the heading “Use of Proceeds,” will not be required to be stated therein registered as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder; (viii) the issuance and sale of the Securities by the Company, the execution and delivery by the Company of the Underwriting Agreement and the Indenture and the performance by the Company of its obligations thereunder will not (A) breach or is necessary result in a default under any agreement, indenture or instrument listed on Schedule I to make such counsel’s opinion or (B) violate those laws, rules and regulations of the statements therein not misleading. C. All corporate proceedings United States of America and other legal matters relating the State of New York (“Applicable Law”), in each case which in such counsel’s experience are normally applicable to the authorization, form and validity transactions of the Documentstype contemplated by the Underwriting Agreement or any judgment, order or decree of any New York or federal court or governmental authority binding upon the Company listed on Schedule II to such counsel’s opinion, except in the case of clause (A) above, such counsel expresses no opinion with respect to any provision of any agreement, indenture or instrument listed on Schedule I to such counsel’s opinion to the extent that an opinion with respect to such provision would require making any financial, accounting or mathematical calculation or determination, and in the case of clause (A) above, where the breach, default or violation could not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. For purposes of the opinion, the Notesterm “Applicable Law” does not include federal securities laws (except for purposes of the opinions expressed in paragraph ix below) or state securities laws, anti-fraud laws, or any law, rule or regulation that is applicable to the Company, the Registration Statement Indenture, the Securities, this Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any party to this Agreement or any of its affiliates due to the specific assets or business of such party or such affiliate; and (ix) no consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which has not been obtained, taken or made is required by the Company under any Applicable Law for the issuance and sale of the ProspectusSecurities by the Company, the execution and all other legal matters relating to delivery by the Company of this Agreement and the transactions contemplated hereby shall be satisfactory in all respects to counsel for the Underwriters, Indenture and the Sponsor shall have furnished to performance by the Company of its obligations thereunder. For purposes of such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.counsel’s opinion, the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body of the State of New York or the United States of America;

CONDITIONS TO THE OBLIGATIONS OF THE. Underwriters The obligation VENDORS 7.1 Notwithstanding anything herein contained, the obligations of the Underwriters Vendors to purchase complete the Notes pursuant transactions provided for herein will be subject to this Agreement is subject to: (i) the accuracy as fulfilment of the Closing Date of the representations and warranties on the part of the Sponsor herein contained; (ii) the performance by the Sponsor of its obligations hereunder; and (iii) the following conditions as of the Closing Date: A. The Underwriters shall have received confirmation of the effectiveness of the Registration Statement. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission. Any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus shall have been complied with. B. The Underwriters shall not have discovered and disclosed to the Sponsor on at or prior to the Closing Date date of closing, and the Purchaser will use its best efforts to ensure that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, in the opinion of Brow▇ & ▇ood LLP, counsel for the Underwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleadingsuch conditions are fulfilled. C. All corporate proceedings (a) The representations and other legal matters relating to the authorization, form and validity warranties of the Documents, the Notes, the Registration Statement and the Prospectus, and all other legal matters relating to Purchaser contained in this Agreement and or in any documents delivered in order to carry out the transactions contemplated hereby will be true and accurate on the date of closing. In addition, the Purchaser shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the date of closing. (b) No order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction shall have been made, and no action or proceeding shall be satisfactory pending or threatened which, in. the opinion of counsel to the Vendors, is likely to result in an order, decision or ruling, to disallow, enjoin or prohibit the purchase and sale of the Shares contemplated hereby. (c) All consents required to be obtained in order to carry out the transactions contemplated hereby, in compliance with all respects to counsel laws and agreements binding upon the parties hereto shall have been obtained. 7.2 The conditions contained in paragraph 7.1 hereof are inserted for the Underwritersexclusive benefit of the Vendors and may be waived in whole or in part by the Vendors at any time. The Purchaser acknowledges that the waiver by a Vendor of any condition or any part of any condition shall constitute a waiver only of such condition or such part of such condition, as the case may be, and shall not constitute a waiver of any covenant, agreement, representation or warranty made by the Sponsor shall have furnished Purchaser herein that corresponds or is related to such counsel condition or such part of such condition, as the case may be. If any of the conditions contained in paragraph 7.1 hereof are not fulfilled or complied with as herein provided, the Vendors may, at or prior to the date of closing at their option, rescind this Agreement by notice in writing to the Purchaser and in such event such Vendors shall be released from all documents and information that they may obligations hereunder and, unless the condition or conditions which have not been fulfilled are reasonably request capable of being fulfilled or caused to enable them to pass upon such mattersbe fulfilled by the Purchaser, then the Purchaser shall also be released from all obligations hereunder.

CONDITIONS TO THE OBLIGATIONS OF THE. Underwriters The obligation of the Underwriters to purchase the Notes pursuant to this Agreement is subject to: (i) the accuracy as of the Closing Date of the representations and warranties on the part of the Sponsor herein contained; (ii) the performance by the Sponsor of its obligations hereunder; and (iii) the following conditions as of the Closing Date: A. The Underwriters shall have received confirmation of the effectiveness of the Registration Statement. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission. Any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus shall have been complied with. B. The Underwriters shall not have discovered and disclosed to the Sponsor on or prior to the Closing Date that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, in the opinion of Brow▇ & ▇ood LLP▇▇▇, counsel for the Underwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleading. C. All corporate proceedings and other legal matters relating to the authorization, form and validity of the Documents, the Notes, the Registration Statement and the Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be satisfactory in all respects to counsel for the Underwriters, and the Sponsor shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.