Common use of Delivery of Prospectus; Subsequent Changes Clause in Contracts

Delivery of Prospectus; Subsequent Changes. During any period in which the Prospectus relating to the Placement Units is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Trust will comply with all requirements imposed upon it by the Securities Act and the Canadian Securities Laws, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Trust with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act or with the Canadian Securities Commissions pursuant to Canadian Securities Laws. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of the Trust, will promptly notify Agents to suspend the offering of Placement Units during such period and the Trust will promptly amend or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as to correct such statement or omission or effect such compliance.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the U.S. Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the U.S. Securities Act)) or the Canadian Securities Laws, the Trust Company will comply in all material respects with all requirements imposed upon it by the U.S. Securities Act Act, by the Rules and Regulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Time of Sale Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement Statement, the Time of Sale Prospectus or Prospectus the Prospectuses to comply with the U.S. Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Company will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and, if, in the Company’s determination and at the Trust will promptly amend Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement, the Time of Sale Prospectus or the Prospectuses to comply with the U.S. Securities Act or the Canadian Final Prospectus (at Securities Laws, the expense of Company will promptly prepare and file with the Trust) so Canadian Qualifying Authorities and the SEC such amendment or supplement as may be necessary to correct such statement or omission or effect to make the Registration Statement, the Time of Sale Prospectus or the Prospectuses comply with such compliancerequirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the U.S. Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the U.S. Securities Act)) or the Canadian Securities Laws, the Trust Company will comply in all material respects with all requirements imposed upon it by the U.S. Securities Act Act, by the Rules and Regulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Time of Sale Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement Statement, the Time of Sale Prospectus or Prospectus the Prospectuses to comply with the U.S. Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of the Trust, Company will promptly notify the Agents to suspend the offering of Placement Units Shares during such period and, if, in the Company's determination and at the Trust will promptly amend Company's sole discretion, it is necessary to file an amendment or supplement to the Registration Statement, the Time of Sale Prospectus or the Prospectuses to comply with the U.S. Securities Act or the Canadian Final Prospectus (at Securities Laws, the expense of Company will promptly prepare and file with the Trust) so Securities Commissions and the SEC such amendment or supplement as may be necessary to correct such statement or omission or effect to make the Registration Statement, the Time of Sale Prospectus or the Prospectuses comply with such compliancerequirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Common Shares is required to be delivered by the Agents under the U.S. Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the U.S. Securities Act)) or the Canadian Securities Laws, the Trust Corporation will comply in all material respects with all requirements imposed upon it by the U.S. Securities Act Act, by the Rules and Regulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission SEC pursuant to Sections sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the U.S. Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Corporation will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and, if, in the Corporation's determination and at the Trust will promptly amend Corporation's sole discretion, it is necessary to file an amendment or supplement to the Registration StatementStatement or the Prospectuses to comply with the U.S. Securities Act, Prospectus the Rules and Regulations, or the Canadian Final Prospectus (at Securities Laws, the expense of Corporation will promptly prepare and file with the Trust) so Canadian Qualifying Authorities and the SEC such amendment or supplement as may be necessary to correct such statement or omission or effect to make the Registration Statement or the Prospectuses comply with such compliancerequirements, and the Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. During any period in which the Prospectus relating to the Placement Units is required to be delivered by the Agents Agent under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Trust will comply with all requirements imposed upon it by the Securities Act and the Canadian Securities Laws, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Trust with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act or with the Canadian Securities Commissions pursuant to Canadian Securities LawsAct. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of the Trust, will promptly notify Agents Agent to suspend the offering of Placement Units during such period and the Trust will promptly amend or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as to correct such statement or omission or effect such compliance.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents Agent under the Securities Act or Canadian Securities Laws with respect to (disregarding, for such purpose, the offer and sale applicability of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActExemption), the Trust Company will comply in all material respects with all requirements imposed upon it by the Securities Act and the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Trust it with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Company will immediately notify the Trust, will promptly notify Agents Agent to suspend the offering of Placement Units Shares during such period and, if, in the Company's determination and at the Trust Company's sole discretion, it is necessary to file an amendment or supplement to the Prospectus to comply with Canadian Securities Laws, the Company will promptly amend prepare and file with the Qualifying Authorities such amendment or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as may be necessary to correct such statement or omission or effect to make the Prospectus comply with such compliancerequirements, and the Company will furnish to the Agent such number of copies of such amendment or supplement as the Agent may reasonably request.

Delivery of Prospectus; Subsequent Changes. During any period in which the Prospectus relating to the Placement Units is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Trust will comply with all requirements imposed upon it by the Securities Act and the Canadian Securities Laws, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Trust with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act or with the Canadian Securities Commissions pursuant to Canadian Securities Laws. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of the Trust, will promptly notify the Agents to suspend the offering of Placement Units during such period and the Trust will promptly amend or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as to correct such statement or omission or effect such compliance; provided however, that the Trust may delay the filing of any such amendment or supplement if the manager deems it to be in the best interest of the Trust.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act)) or Canadian Securities Laws, the Trust Corporation will comply in all material respects with all requirements imposed upon it by the Securities Act Act, by the Rules and the Regulations and by Canadian Securities Laws, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Corporation will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and, if, in the Corporation’s determination and at the Corporation’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act or Canadian Securities Laws, the Corporation will promptly prepare and, after complying with Section 8(a)(iii) hereof, file with the Canadian Qualifying Authorities and the Trust will promptly amend SEC such amendment or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as may be necessary to correct such statement or omission or effect to make the Registration Statement or the Prospectuses comply with such compliancerequirements, and the Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request. The Corporation shall in good faith discuss with the Agents any change in a fact or circumstance (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this Section 8(c).

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act)) or the Canadian Securities Laws, the Trust Company will comply in all material respects with all requirements imposed upon it by the Securities Act Act, by the Rules and Regulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission pursuant to Sections 13(a), 13(c), 14, ) or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Company will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and, if, in the Company’s determination and at the Trust will promptly amend Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement, Prospectus Statement or the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus (at Securities Laws, the expense of Company will promptly prepare and file with the Trust) so Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or effect to make the Registration Statement or the Prospectuses comply with such compliancerequirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities ActLaws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Trust Company will comply in all material respects with all requirements imposed upon it by the Securities Act Act, by the Rules and the Canadian Securities LawsRegulations, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Company will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and, if, in the Company’s determination and at the Trust will promptly amend Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement, Prospectus Statement or the Prospectuses to comply with the Act or the Canadian Final Prospectus (at Securities Laws, the expense of Company will promptly prepare and file with the Trust) so Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or effect to make the Registration Statement or the Prospectuses comply with such compliancerequirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Common Shares is required to be delivered by the Agents under the U.S. Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the U.S. Securities Act)) or the Canadian Securities Laws, the Trust Corporation will comply in all material respects with all requirements imposed upon it by the U.S. Securities Act Act, by the Rules and Regulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission SEC pursuant to Sections sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the U.S. Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Corporation will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and, if, in the Corporation’s determination and at the Trust will promptly amend Corporation’s sole discretion, it is necessary to file an amendment or supplement to the Registration StatementStatement or the Prospectuses to comply with the U.S. Securities Act, Prospectus the Rules and Regulations, or the Canadian Final Prospectus (at Securities Laws, the expense of Corporation will promptly prepare and file with the Trust) so Canadian Qualifying Authorities and the SEC such amendment or supplement as may be necessary to correct such statement or omission or effect to make the Registration Statement or the Prospectuses comply with such compliancerequirements, and the Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. During any period After the date of this Agreement and until the latest of the completion of the sales of all of the Placement Shares contemplated hereunder or the termination of this Agreement in accordance with the terms and conditions contained herein, within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act)) or Canadian Securities Laws, the Trust Corporation will comply in all material respects with all such applicable requirements imposed upon it by the Securities Act and the by Canadian Securities Laws, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Corporation will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and, if, in the Corporation’s determination and at the Corporation’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act, the Rules and Regulations or Canadian Securities Laws, the Corporation will promptly prepare and, after complying with Section 8(a)(iii) hereof, file with the Canadian Qualifying Authorities and the Trust will promptly amend SEC such amendment or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as may be necessary to correct such statement or omission or effect to make the Registration Statement or the Prospectuses comply with such compliancerequirements, and the Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request. The Corporation shall in good faith discuss with the Agents any change in a fact or circumstance (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this Section 8(c).

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act)) or the Canadian Securities Laws, the Trust Company will comply with all requirements imposed upon it by the Securities Act Act, by the Rules and Regulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Trust it with the Commission pursuant to Sections 13(a14(a), 13(c14(c), 1416(d), 15(d) if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Company will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and the Trust Company will promptly amend or supplement the Registration Statement, Prospectus Statement or the Canadian Final Prospectus Prospectuses (at the expense of the TrustCompany) so as to correct such statement or omission or effect such compliance.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act)) or the Canadian Securities Laws, the Trust Company will comply with all requirements imposed upon it by the Securities Act Act, by the Rules and Regulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission pursuant to Sections 13(a14(a), 13(c14(c), 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Company will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and the Trust Company will use commercially reasonable efforts to promptly amend or supplement the Registration Statement, Prospectus Statement or the Canadian Final Prospectus Prospectuses (in both the English and French languages, as applicable) (at the expense of the TrustCompany) so as to correct such statement or omission or effect such compliance.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act)) or the Canadian Securities Laws, the Trust Corporation will comply in all material respects with all requirements imposed upon it by the Securities Act Act, by the Rules and Regulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement Statements or Prospectus the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Corporation will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and, if, in the Corporation’s determination and at the Trust will promptly amend Corporation’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement, Prospectus Statements or the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus (at Securities Laws, the expense of Corporation will promptly prepare and file with the Trust) so Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or effect to make the Registration Statements or the Prospectuses comply with such compliancerequirements, and the Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus relating to the Placement Units is Prospectuses are required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act)) or Canadian Securities Laws, the Trust Company will comply in all material respects with all requirements imposed upon it by the Securities Act Act, by the Rules and the Canadian Securities LawsRegulations, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existingunder which they were made, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Company will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act or Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Trust will promptly amend Commission such amendment or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as may be necessary to correct such statement or omission or effect to make the Registration Statement or the Prospectuses comply with such compliancerequirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents CF&Co under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act)) or the Canadian Securities Laws, the Trust Company will comply with all requirements imposed upon it by the Securities Act Act, by the Rules and Regulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Trust it with the Commission pursuant to Sections 13(a14(a), 13(c14(c), 1416(d), 15(d) if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of the Trust, Company will promptly immediately notify Agents CF&Co to suspend the offering of Placement Units Shares during such period and the Trust Company will promptly amend or supplement the Registration Statement, Prospectus Statement or the Canadian Final Prospectus Prospectuses (at the expense of the TrustCompany) so as to correct such statement or omission or effect such compliance.

Delivery of Prospectus; Subsequent Changes. During any period in which the Prospectus relating to the Placement Units is required to be delivered by the Agents Agent under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Trust will comply with all requirements imposed upon it by the Securities Act and the Canadian Securities Laws, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Trust with the Commission pursuant to Sections 13(a), 13(c), 14, ) and 15(d) or any other provision of or under the Exchange Act or with the Canadian Securities Commissions pursuant to Canadian Securities LawsAct. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of the Trust, will promptly notify Agents the Agent to suspend the offering of Placement Units during such period and the Trust will promptly amend or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as to correct such statement or omission or effect such compliance; provided, however, that the Trust may delay the filing of any such amendment or supplement if the Manager deems it to be in the best interest of the Trust.

Delivery of Prospectus; Subsequent Changes. During any period in which the Prospectus relating to the Placement Units is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Trust will comply with all requirements imposed upon it by the Securities Act and the Canadian Securities Laws, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Trust with the Commission pursuant to Sections 13(a), 13(c13 (c), 14, 15(d) or any other provision of or under the Exchange Act or with the Canadian Securities Commissions pursuant to Canadian Securities Laws. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of the Trust, will promptly notify the Agents to suspend the offering of Placement Units during such period and the Trust will promptly amend or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as to correct such statement or omission or effect such compliance; provided however, that the Trust may delay the filing of any such amendment or supplement if the Manager deems it to be in the best interest of the Trust.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, the applicability of the Exemption), the Trust Corporation will comply in all material respects with all requirements imposed upon it by the Securities Act Act, by the Rules and Regulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Corporation will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and, if, in the Corporation's determination and at the Trust will promptly amend Corporation's sole discretion, it is necessary to file an amendment or supplement to the Registration Statement, Prospectus Statement or the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus (at Securities Laws, the expense of Corporation will promptly prepare and, after complying with Section 8(a)(iii), file with the Trust) so Canadian Qualifying Authorities and the SEC such amendment or supplement as may be necessary to correct such statement or omission or effect to make the Registration Statement or the Prospectuses comply with such compliancerequirements, and the Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request. The Corporation shall in good faith discuss with the Agents any change in a fact or circumstances (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this Section 8(c).

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents Agent under the Securities Act or Canadian Securities Laws with respect to (disregarding, for such purpose, the offer and sale applicability of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActExemption), the Trust Company will comply in all material respects with all requirements imposed upon it by the Securities Act and the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Trust it with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Company will immediately notify the Trust, will promptly notify Agents Agent to suspend the offering of Placement Units Shares during such period and, if, in the Company’s determination and at the Trust Company’s sole discretion, it is necessary to file an amendment or supplement to the Prospectus to comply with Canadian Securities Laws, the Company will promptly amend prepare and file with the Qualifying Authorities such amendment or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as may be necessary to correct such statement or omission or effect to make the Prospectus comply with such compliancerequirements, and the Company will furnish to the Agent such number of copies of such amendment or supplement as the Agent may reasonably request.

Delivery of Prospectus; Subsequent Changes. During any period in which the Prospectus relating to the Placement Units is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Trust will comply with all requirements imposed upon it by the Securities Act and the Canadian Securities Laws, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Trust with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act or with the Canadian Securities Commissions pursuant to Canadian Securities Laws. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of the Trust, will promptly notify the Agents to suspend the offering of Placement Units during such period and the Trust will promptly amend or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as to correct such statement or omission or effect such compliance; provided however, that the Trust may delay the filing of any such amendment or supplement if the Manager deems it to be in the best interest of the Trust.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities ActLaws (disregarding, for such purpose, Section 9.2(1) of NI 44‑102), the Trust Company will comply in all material respects with all requirements imposed upon it by the Securities Act Act, by the Rules and the Canadian Securities LawsRegulations, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of the Trust, Company will promptly notify the Agents to suspend the offering of Placement Units Shares during such period and, if, in the Company’s determination and at the Trust will promptly amend Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement, Prospectus Statement or the Prospectuses to comply with the Act or the Canadian Final Prospectus (at Securities Laws, the expense of Company will promptly prepare and file with the Trust) so Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or effect to make the Registration Statement or the Prospectuses comply with such compliancerequirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus relating to the Placement Units Shares is required to be delivered by the Agents Agent under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act)Laws, the Trust Corporation will comply in all material respects with all requirements imposed upon it by the Securities Act and the Canadian Securities Laws, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existingunder which they were made, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Corporation will immediately notify the Trust, will promptly notify Agents Agent to suspend the offering of Placement Units Shares during such period and, if, in the Corporation’s determination and at the Trust Corporation’s sole discretion, it is necessary to file an amendment or supplement to the Prospectus to comply with Canadian Securities Laws, the Corporation will promptly amend prepare and file with the Qualifying Authorities such amendment or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as may be necessary to correct such statement or omission or effect to make the Prospectus comply with such compliancerequirements, and the Corporation will furnish to the Agent such number of copies of such amendment or supplement as the Agent may reasonably request. The Corporation shall in good faith discuss with the Agent any change in a fact or circumstance (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice need be given to the Agent pursuant to this Section 8(c).

Delivery of Prospectus; Subsequent Changes. During any period in which the U.S. Prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and a pending sale of the Placement Units, Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Trust Company will comply with all requirements imposed upon it by Canadian Securities Laws and the Securities Act and the Canadian Securities LawsAct, as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements other documents required to be filed or furnished by the Trust with the Commission Company pursuant to applicable Canadian Securities Laws or pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act or with the Canadian Securities Commissions pursuant to Canadian Securities LawsAct. If during such period any event occurs as a result of which the Prospectus or the Canadian Final any Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Canadian Base Prospectus, the Registration Statement or any Prospectus to comply with Canadian Securities Laws or the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities LawsAct, as applicable, the Manager, on behalf of the Trust, Company will promptly notify Agents the Designated Agent to suspend the offering of Placement Units Shares during such period and the Trust Company will promptly amend or supplement the Canadian Base Prospectus, the Registration Statement, Prospectus Statement or the Canadian Final Prospectus Prospectuses (at the expense of the TrustCompany) so as to correct such statement or omission or effect such compliance.

Delivery of Prospectus; Subsequent Changes. During any period in which the Prospectus relating to the Placement Units is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Trust will comply with all requirements imposed upon it by the Securities Act and the Canadian Securities Laws, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Trust with the Commission pursuant to Sections 13(a), 13(c), 14, ) and 15(d) or any other provision of or under the Exchange Act or with the Canadian Securities Commissions pursuant to Canadian Securities Laws. If during such period any event occurs as a result of which the Prospectus or the Canadian Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of the Trust, will promptly notify the Agents to suspend the offering of Placement Units during such period and the Trust will promptly amend or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as to correct such statement or omission or effect such compliance; provided, however, that the Trust may delay the filing of any such amendment or supplement if the Manager deems it to be in the best interest of the Trust.

Delivery of Prospectus; Subsequent Changes. During any period in Within the time during which the Prospectus a prospectus relating to the Placement Units Shares is required to be delivered by the Agents under the Securities Act or Canadian Securities Laws with respect to the offer and sale of the Placement Units, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act) or Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Trust Corporation will comply in all material respects with all requirements imposed upon it by the Securities Act Act, by the Rules and the Regulations and by Canadian Securities Laws, as appropriate and as from time to time in force, and to will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by the Trust it with the Commission SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Securities Commissions Qualifying Authorities pursuant to Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which (i) the Prospectus or the Canadian Final U.S. Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleadingmisleading or (ii) the Canadian Prospectus would include a misrepresentation, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus the Prospectuses to comply with the Securities Act or the Canadian Final Prospectus to comply with applicable Canadian Securities Laws, the Manager, on behalf of Corporation will immediately notify the Trust, will promptly notify Agents to suspend the offering of Placement Units Shares during such period and, if, in the Corporation’s determination and at the Corporation’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act or Canadian Securities Laws, the Corporation will promptly prepare and, after complying with Section 8(a)(iii) hereof, file with the Canadian Qualifying Authorities and the Trust will promptly amend SEC such amendment or supplement the Registration Statement, Prospectus or the Canadian Final Prospectus (at the expense of the Trust) so as may be necessary to correct such statement or omission or effect to make the Registration Statement or the Prospectuses comply with such compliancerequirements, and the Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request. The Corporation shall in good faith discuss with the Agents any change in a fact or circumstance (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this Section 8(c).