REQUIRED TO SUBSTANTIATE, ANY STATEMENT OF FACT,
REPRESENTATION OR RECITAL IN THIS INDENTURE OR IN THE SUBSCRIPTION RECEIPT
CERTIFICATES (EXCEPT THE REPRESENTATION CONTAINED IN SECTION 10.09 HEREOF OR IN
THE CERTIFICATE OF THE SUBSCRIPTION RECEIPT AGENT ON THE SUBSCRIPTION RECEIPT
CERTIFICATES OR OTHER REPRESENTATION OF THE SUBSCRIPTION RECEIPT AGENT MADE
HEREIN OR THEREIN), BUT ALL SUCH STATEMENTS OR RECITALS ARE AND WILL BE DEEMED
TO BE MADE BY THE CORPORATION;
(II)
NOTHING HEREIN CONTAINED WILL IMPOSE ON THE
SUBSCRIPTION RECEIPT AGENT ANY OBLIGATION TO SEE TO, OR TO REQUIRE EVIDENCE OF,
THE REGISTRATION OR FILING (OR RENEWAL THEREOF) OF THIS INDENTURE OR ANY
INSTRUMENT ANCILLARY OR SUPPLEMENTAL HERETO;
(III)
THE SUBSCRIPTION RECEIPT AGENT WILL NOT BE
BOUND TO GIVE NOTICE TO ANY PERSON OF THE EXECUTION HEREOF;
(IV)
THE SUBSCRIPTION RECEIPT AGENT WILL NOT INCUR
ANY LIABILITY OR RESPONSIBILITY WHATEVER OR BE IN ANY WAY RESPONSIBLE FOR THE
CONSEQUENCE OF ANY BREACH BY THE CORPORATION OF ANY OBLIGATION OR WARRANTY
HEREIN CONTAINED OR OF ANY ACT OF ANY DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF
THE CORPORATION;
(V)
THE SUBSCRIPTION RECEIPT AGENT, IN ITS
PERSONAL OR ANY OTHER CAPACITY, MAY BUY, LEND UPON AND DEAL IN SECURITIES OF THE
CORPORATION AND IN THE SUBSCRIPTION RECEIPTS AND GENERALLY MAY CONTRACT AND
ENTER INTO FINANCIAL TRANSACTIONS WITH THE CORPORATION OR ANY RELATED
CORPORATION WITHOUT BEING LIABLE TO ACCOUNT FOR ANY PROFIT MADE THEREBY;
(VI)
THE SUBSCRIPTION RECEIPT AGENT SHALL INCUR NO
LIABILITY WITH RESPECT TO THE DELIVERY OR NON-DELIVERY OF ANY CERTIFICATE OR
CERTIFICATES WHETHER DELIVERED BY HAND, MAIL OR ANY OTHER MEANS PROVIDED THAT
THEY ARE SENT IN ACCORDANCE WITH THE PROVISIONS HEREOF;
(VII)
IF THE SUBSCRIPTION RECEIPT AGENT DELIVERS ANY
CHEQUE AS REQUIRED HEREUNDER, THE SUBSCRIPTION RECEIPT AGENT SHALL HAVE NO
FURTHER OBLIGATION OR LIABILITY FOR THE AMOUNT REPRESENTED THEREBY, UNLESS ANY
SUCH CHEQUE IS NOT HONOURED ON PRESENTATION, PROVIDED THAT IN THE EVENT OF THE
NON-RECEIPT OF SUCH CHEQUE BY THE PAYEE, OR THE LOSS OR DESTRUCTION THEREOF, THE
SUBSCRIPTION RECEIPT AGENT, UPON BEING FURNISHED WITH REASONABLE EVIDENCE OF
SUCH NON-RECEIPT, LOSS OR DESTRUCTION AND, IF
41
REQUIRED BY THE SUBSCRIPTION RECEIPT AGENT, AN INDEMNITY REASONABLY SATISFACTORY
TO IT, SHALL ISSUE TO SUCH PAYEE A REPLACEMENT CHEQUE FOR THE AMOUNT OF SUCH
CHEQUE; AND
(VIII)
THE SUBSCRIPTION RECEIPT AGENT WILL DISBURSE FUNDS
IN ACCORDANCE WITH THE PROVISIONS HEREOF ONLY TO THE EXTENT THAT FUNDS HAVE BEEN
DEPOSITED WITH IT.
(B)
INDEMNITY:
IN ADDITION TO AND WITHOUT
LIMITING ANY PROTECTION OF THE SUBSCRIPTION RECEIPT AGENT HEREUNDER OR OTHERWISE
BY LAW, THE CORPORATION AGREES TO INDEMNIFY THE SUBSCRIPTION RECEIPT AGENT, ITS
AGENTS, EMPLOYEES, DIRECTORS AND OFFICERS (EACH AN "INDEMNIFIED PERSON"), AND
SAVE EACH INDEMNIFIED PERSON HARMLESS FROM ALL LIABILITIES, SUITS, DAMAGES,
COSTS, EXPENSES AND ACTIONS WHICH MAY BE BROUGHT AGAINST OR SUFFERED BY IT
ARISING OUT OF OR CONNECTED WITH THE PERFORMANCE BY THE SUBSCRIPTION RECEIPT
AGENT OF ITS DUTIES HEREUNDER, EXCEPT TO THE EXTENT THAT SUCH LIABILITIES,
SUITS, DAMAGES, COSTS AND ACTIONS ARE ATTRIBUTABLE TO THE NEGLIGENCE, WILFUL
MISCONDUCT OR