In this Schedule 2, "certified" shall mean that the relevant document is certified as a true and complete copy in full force and effect and unamended as of the date of the relevant certificate by an officer or director of the relevant corporation.

1. DOCUMENTS TO BE DELIVERED BY PROJECT CO
   
   

   Unless an original document is specifically required, a certified copy of each of the following documents (in each case, executed by the parties to such agreement other than IO as agent for HMQ and in form and substance satisfactory to HMQ, acting reasonably) is to be delivered by Project Co to HMQ on or prior to the Financial Close Target Date:

   
   
   
   1. an original of this Project Agreement;
   
   
   2. an original of the Custody Agreement;
   
   
   3. an original of the Lenders' Direct Agreement;
   
   
   4. an original of the Construction Contractor's Direct Agreement;
   
   
   5. an original of the Independent Certifier Agreement;
   
   
   6. an original of the Insurance Trust Agreement;
   
   
   7. an original notice of appointment of the Project Co Representative;
   
   
   8. an original of the acknowledgement and undertaking in the form attached as Appendix A to this Schedule 2;
   
   
   9. the Lending Agreements;
   
   
   10. the Construction Contract;
   
   
   11. a certificate of insurance and draft policies of insurance for the insurances required to be taken out by the Construction Contractor for the period prior to the Substantial Completion Date in accordance with this Project Agreement;
   
   
   12. one (1) printed copy of the Financial Model (as revised pursuant to Section 2.3(d) of the Project Agreement, if applicable) and two (2) copies on CD-Rom;
   
   
   13. a certificate of an officer of Project Co certifying:
   
   
   • a true copy of the Financial Model audit report dated September 2, 2010 prepared by PFK (UK) LLP; and
   • that the Financial Model algorithms have not changed from the audit report referred to in (a) above;
   
   
   14. a certificate of an officer of each [REDACTED] substantially in the form attached as Appendix B to this Schedule 2;
   
   
   15. a certificate of an officer of each member of the Construction Contractor substantially in the form attached as Appendix B to this Schedule 2;
   
   
   16. a certificate of an officer of each Construction Guarantor substantially in the form attached as Appendix B to this Schedule 2;
   
   
   17. an original of the opinion from counsel to Project Co, the Construction Contractor, the Construction Guarantors and such other Project Co Parties as HMQ may reasonably require substantially in the form attached as Appendix C to this Schedule 2 and otherwise acceptable to HMQ and its counsel; and
   
   
   18. such other documents as the Parties may agree, each acting reasonably.
2. DOCUMENTS TO BE DELIVERED BY HMQ
   
   

   Unless an original document is specifically required, a certified copy of each of the following documents (in each case, where HMQ is a party to such document, executed by IO as agent for HMQ and, if applicable, any HMQ Party or Governmental Authority) is to be delivered by HMQ to Project Co on or prior to the Financial Close Target Date:

   
   
   
   1. an original of this Project Agreement;
   
   
   2. an original of the Custody Agreement;
   
   
   3. an original of the Lenders' Direct Agreement;
   
   
   4. an original of the Construction Contractor's Direct Agreement;
   
   
   5. an original of the Independent Certifier Agreement;
   
   
   6. an original of the Insurance Trust Agreement;
   
   
   7. a reliance letter in respect of the data contained in the Geotechnical Reports;
   
   
   8. a reliance letter in respect of the Advanced Environmental Reports;
   
   
   9. a reliance letter in respect of the Archaeological Reports;
   
   
   10. an original notice of appointment of the HMQ Representative;
   
   
   11. a certificate of an officer of IO and a declaration of management signed by an officer of IO substantially in the forms attached as Appendix D and Appendix E respectively to this Schedule 2; and
   
   
   12. such other documents as the Parties may agree, each acting reasonably.
   
   

APPENDIX A

FORM OF UNDERTAKING AND ACKNOWLEDGEMENT

TO:	Her Majesty The Queen in Right of Ontario ("HMQ")
TO:	Ontario Infrastructure Projects Corporation ("IO")
RE:	Project agreement (as amended, supplemented or modified from time to time, the "Project Agreement") dated the 15th day of December, 2010 between IO as agent for HMQ, as represented by the Minister of Infrastructure, and Windsor Essex Mobility Group GP ("Project Co")

________________________________________________________________________________________________________________________________________________

APPENDIX B

FORM OF PROJECT CO/PROJECT CO PARTY OFFICER'S CERTIFICATE

Certificate of an Officer of

[●]

(the "Corporation")

TO:	HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO ("HMQ")
AND TO:	ONTARIO INFRASTRUCTURE PROJECTS CORPORATION
AND TO:	STIKEMAN ELLIOTT LLP
AND TO:	TORYS LLP
AND TO:	COLLATERAL TRUSTEE
AND TO:	FASKEN MARTINEAU DuMOULIN LLP

________________________________________________________________________________________________________________________________________________

I, [●], being the [●] of the Corporation and an authorized signatory of the Corporation and being duly authorized by the Corporation to deliver this certificate, hereby make the following certifications and confirmations for and on behalf of the Corporation and without incurring personal liability and that the same may be relied upon by you without further inquiry:

1. Constating Documents
   
   

   (a)The Corporation is a subsisting corporation duly incorporated under the laws of [the Province of Ontario].

   
   
   

   (b)Attached hereto as Schedule "A" are true and complete copies of the articles, together with all amendments thereto, of the Corporation (the "Articles"). The Articles are in full force and effect on the date hereof and no other articles have been issued and no proceeding has been taken or is contemplated to the date hereof to authorize the Corporation to amend, surrender or cancel the Articles.

   
   
   

   (c)Attached hereto as Schedule "B" are true and complete copies of the by-laws of the Corporation (the "By-laws") enacted on or before the date hereof. The By-laws have been in full force and effect from and after the date thereof as set out therein and are in full force and effect, unamended as of the date hereof. No proceeding has been taken to the date hereof to authorize the Corporation to amend the By-laws and neither the directors nor the shareholders of the Corporation have passed, confirmed or consented to any resolutions amending or varying the By-laws.

   
   
   

   (d)Attached hereto as Schedule "C" is a true and complete copy of a unanimous shareholders' agreement between the shareholders of the Corporation and the Corporation (the "Unanimous Shareholders' Agreement") executed on or before the date hereof. The Unanimous Shareholders' Agreement has been in full force and effect from and after the date thereof as set out therein and is in full force and effect, unamended as of the date hereof.

   
   
   

   (e)The minute books and corporate records of the Corporation made available to [●] are the original minute books and corporate records of the Corporation and contain all minutes of meetings, resolutions and proceedings of the shareholders and directors of the Corporation to the date hereof and there have been no meetings, resolutions or proceedings authorized or passed by the shareholders or directors of the Corporation to the date hereof not reflected in such minute books and corporate records. Such minute books and corporate records are true, complete and correct in all material respects and there are no changes, additions or alterations necessary to be made thereto to make such minute books and corporate records true, complete and correct in all material respects.

   
   
   

   (f)At the date hereof, no winding-up, liquidation, dissolution, insolvency, bankruptcy, amalgamation, arrangement, reorganization or continuation proceedings in respect of the Corporation have been commenced or are being contemplated by the Corporation, and the Corporation has no knowledge of any such proceedings having been commenced or contemplated in respect of the Corporation by any other party.

   
   
   

   (g)At the date hereof, the Corporation is up-to-date in the filing of all returns and other documents required to be filed by it by governmental authorities, including under corporate, securities and tax legislation, and no notice of any proceedings to cancel its certificate of incorporation or otherwise to terminate its existence has been received by the Corporation.

   
   
   

   (h)Pursuant to the Unanimous Shareholders' Agreement, the powers of the directors of the Corporation to manage the business and affairs of the Corporation, whether such powers arise from the [Business Corporations Act (Ontario) (the "Act")], the Articles or the By-laws of the Corporation, or otherwise, are restricted to the fullest extent permitted by law, and, in accordance with the Act and the Unanimous Shareholders' Agreement, the shareholders of the Corporation have and enjoy and may exercise and perform all the rights, powers, and duties of the directors of the Corporation to manage the business and affairs of the Corporation.

   
   
   

   (i)There are no provisions in the Articles, By-laws, Unanimous Shareholders' Agreement or in any other agreement binding on the Corporation which:

   
   
   

   (i)restrict or limit the powers of the Corporation to enter into:

   
   
   

   (1)a certain project agreement with HMQ made as of December 15, 2010 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the "Project Agreement") pursuant to which the Corporation will design, build, finance and maintain a new freeway, ancillary roads and landscaped parklands and recreational trails;

   
   
   

   (2)a lenders' direct agreement between the Corporation, HMQ and the Collateral Trustee;

   
   
   

   (3)a direct agreement between [REDACTED], the Corporation and HMQ; and

   
   
   

   (4)[NTD: List other documents delivered at Financial Close.], (collectively, the "Documents"); or

   
   
   

   (ii)restrict or limit the authority of the directors or shareholders of the Corporation by resolution to delegate the powers set out in subparagraph (i) to a director or an officer of the Corporation.

2. Resolutions
   
   

   (a)Annexed hereto, forming part hereof and marked as Schedule "D" are true and complete copies of the resolutions of the [directors/shareholders] of the Corporation (the "Resolutions"), which have been duly and validly passed in accordance with applicable law, constituting authority and approval for the Corporation, inter alia, to enter into the Documents. The Resolutions are the only resolutions of the Corporation pertaining to the subject matter thereof and the same are in full force and effect, unamended as of the date hereof.

   
   
   

   (b)The authorization, execution and delivery of each Document contemplated in the Resolutions, and the performance by the Corporation of its obligations thereunder, do not constitute or result in a violation or breach or default under:

   
   
   

   (i)the Articles, By-laws or the Unanimous Shareholders' Agreement;

   
   
   

   (ii)to the best of my knowledge and belief after due diligence, any order of any Canadian or [Ontario] governmental body by which it is bound;

   
   
   

   (iii)to the best of my knowledge and belief after due diligence, the terms of any agreement or instrument under which any of its property or assets is bound; or

   
   
   

   (iv)to the best of my knowledge and belief after due diligence, any writ, judgment, injunction, determination or award which is binding on the Corporation or any of its properties.

   
   
   

   (c)To the best of my knowledge and belief after due diligence, there is no claim, action, suit, proceedings, arbitration, investigation or inquiry before any governmental agency, court or tribunal, foreign or domestic, or before any private arbitration tribunal, pending or threatened against the Corporation, or involving its properties or business. To the best of my knowledge and belief after due diligence, no administrative or court decree is outstanding in respect of the Corporation or its assets.

   
   
   

   (d)To the best of my knowledge and belief after due diligence, no consent, approval or other order of any Canadian or [Ontario] governmental authority which has not been obtained is required to permit the Corporation to execute and deliver the Documents.

3. No Breach or Default

Neither the execution and delivery by the Corporation of the Documents nor the consummation of the transactions therein contemplated nor the fulfilment or compliance with the terms thereof will contravene or result in a breach of any of the terms, conditions or provisions of, or constitute a default under the Articles, By-laws, Unanimous Shareholders' Agreement or under any other agreement binding on the Corporation.




4. Specimen Signatures

The persons whose names are set forth below are, at the date hereof, officers and/or directors of the Corporation, duly elected or appointed to the office or offices set forth opposite their respective names and authorized to execute the Documents on behalf of the Corporation. The signatures set forth opposite their respective names are the true signatures of those persons:

NAME	POSITION	SIGNATURE
		________________________
		________________________
		________________________
		________________________
		________________________
		________________________

5. Capital

Listed below are all of the issued and outstanding shares in the capital of the Corporation and the registered owner(s) of such shares:

ISSUED SHARES

REGISTERED OWNER

Attached hereto as Schedule "E" are true copies of all certificates in respect of such issued and outstanding shares. The Corporation has issued no securities, including (without limitation) securities convertible or exchangeable into shares and/or securities in respect of debt, other than such issued and outstanding shares as are listed above.

DATED this _____ day of ____________________, 2010.

		By: _________________________________
		Name:
		Title:

APPENDIX C

FORM OF PROJECT CO/PROJECT CO PARTY OPINION

[INSERT DATE]

Her Majesty The Queen in Right of Ontario

c/o Ontario Infrastructure Projects Corporation

777 Bay Street, 9th Floor

Toronto, Ontario

M5G 2E5

Ontario Infrastructure Projects Corporation

777 Bay Street, 9th Floor

Toronto, Ontario

M5G 2E5

Stikeman Elliott LLP               [●]

5300 Commerce Court West

199 Bay Street Toronto, Ontario M5L 1B9

Dear Sirs/Mesdames:

Re: Windsor Essex Parkway

________________________________________________________________________________________________________________________________________________

We have acted as counsel to Windsor Essex Mobility Group GP ("Project Co"), [●] (the "Construction Contractor") in connection with the alternative financing and procurement transaction whereby Project Co has agreed to enter into a design, build, finance and maintain agreement for a new parkway in the City of Windsor, the Town of LaSalle, the Town of Tecumseh and the County of Essex, Ontario. [NTD: Additional parties to be added depending on consortium structure and/or the financing package. Add each partner of Project Co and each member of the Construction Contractor.]

This opinion is being delivered to Her Majesty The Queen in Right of Ontario ("HMQ"), Ontario Infrastructure Projects Corporation ("IO") and their counsel pursuant to Section 1.21 of Schedule 2 to the project agreement made as of December 15, 2010 between IO as agent for HMQ, as represented by the Minister of Infrastructure, and Project Co (as the same may be amended, supplemented, restated or otherwise modified from time to time, the "Project Agreement").

All capitalized terms used but not otherwise defined in this opinion shall have the respective meanings ascribed thereto in the Project Agreement.

In our capacity as counsel to [Project Co, the Construction Contractor], we have participated in the preparation and negotiation, and have examined an executed copy, of each of the following documents (unless otherwise indicated, all documents are dated as of December 15, 2010):

1. the Project Agreement; and
   
   
2. the following project documents (collectively, the "Implementation Documents"):
   
   

   (a)the Construction Contract;

   
   
   

   (b)the Lenders' Direct Agreement;

   
   
   

   (c)the Construction Contractor's Direct Agreement;

   
   
   

   (d)the Lending Agreements;

   
   
   

   (e)the General Partnership Agreement; and

   
   
   

   (f)the Performance Guarantees.

The Project Agreement and the Implementation Documents are hereinafter collectively referred to as the "Documents", and each is individually referred to as a "Document". [NTD: Additional documents to be added depending on consortium structure and/or the financing package.]

We are qualified to practise law in the Province of Ontario. We have made no investigation of the laws of any jurisdiction other than Ontario, and the opinions expressed below are confined to the laws of Ontario and the federal laws of Canada applicable therein as at the date hereof.

We do not act as corporate counsel to [Project Co, the Construction Contractor], nor have we participated in the general maintenance of their corporate records and corporate proceedings. Therefore, in expressing certain of the opinions below, we have, where indicated, relied exclusively, and without any independent investigation or enquiry, on certificates of public officials and a certificate of an officer of each partner of Project Co and each member of the Construction Contractor dated as of the date hereof (the "Officer's Certificates") as to certain factual matters.

Searches and Reliance

We have conducted, or have caused to be conducted, the searches identified in Schedule "A" (the "Searches") for filings or registrations made in those offices of public record listed in Schedule "A". The Searches were conducted against the current name and all former names of [Project Co, the Construction Contractor] (including, in each case, both the English and French versions, if any). The results of the Searches are set out in Schedule "A".

We have also made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we have considered necessary or relevant for purposes of the opinions expressed below, including, without limitation, the Officer's Certificates.

We have relied exclusively, and without any independent investigation or enquiry, on the Officer's Certificates and the certificates of public officials with respect to certain factual matters.

In connection with the opinions set forth in paragraphs 1 and 2 below, we have relied exclusively on Certificates of Status issued by the [Ministry of Government Services (Ontario)] of even date, copies of which are attached as Schedule "B".

In connection with the opinions set forth in paragraphs 4, 6, 8, 12, and 14 below, we have relied exclusively, and without any independent investigation or enquiry, upon the opinion of [●] dated [●], 2010 (the "CC Opinion"), a copy of which has been delivered to you. To the extent that the CC Opinion contains assumptions, qualifications, limitations or definitions, or is expressed as relying on any certificate(s) or other documents identified therein, the opinions herein expressed in reliance on the CC Opinion should be read as incorporating the identical assumptions, qualifications, limitations, definitions and reliances.

Assumptions

For the purposes of the opinions expressed herein, we have assumed:

1. The genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, true, conformed, photostatic or notarial copies or facsimiles thereof and the authenticity of the originals of such certified, true, conformed, photostatic or notarial copies or facsimiles.
2. Each of the parties (other than [Project Co, the Construction Contractor]) to each of the Documents is and was, at all relevant times, a subsisting corporation, partnership, limited partnership, limited liability company or trust, as applicable, under the laws of its jurisdiction of formation.
3. Each of the parties (other than [Project Co, the Construction Contractor]) has (and had) the corporate power, authority and capacity to own its property and assets and to carry on its business as such business is now (or as was then) being carried on by it, has (or had) all requisite corporate power, authority and capacity to execute and deliver each Document to which it is party and to perform its obligations thereunder, has taken all necessary corporate action, as applicable, to authorize the execution and delivery of each Document to which it is a party and the performance of its obligations thereunder, and has duly executed and delivered each Document to which it is a party and each Document to which it is a party is a legal, valid and binding obligation of such party enforceable against it in accordance with its terms.
4. The completeness, truth and accuracy of all facts set forth in the Officer's Certificates.
5. The completeness, truth and accuracy of all facts set forth in official public records and certificates and other documents supplied by public officials.
6. Value has been given by each of the parties (other than [Project Co, the Construction Contractor]) to Project Co and the Construction Contractor.

Opinions

Based upon and subject to the foregoing, and to the qualifications, exceptions and limitations hereinafter expressed, we are of the opinion that, as of the date hereof:

Incorporation and Existence

1. Project Co is a corporation incorporated under the laws of [the Province of Ontario] and has not been dissolved.
2. The Construction Contractor is a corporation incorporated under the laws of [the Province of Ontario] and has not been dissolved.

Corporate Power and Capacity




3. Project Co has the corporate power and capacity to own or lease its properties and assets, to carry on its business as it is currently being conducted and as it is contemplated to be conducted under the Project Agreement, and to enter into and perform its obligations under each of the Documents to which it is a party.
4. The Construction Contractor has the corporate power and capacity to own or lease its properties and assets, to carry on its business as it is currently being conducted and as it is contemplated to be conducted under the Documents, and to enter into and perform its obligations under each of the Documents to which it is a party.

Corporate Authorization




5. Project Co has taken all necessary corporate action to authorize the execution and delivery of, and the performance of its obligations under, each of the Documents to which it is a party.
6. The Construction Contractor has taken all necessary corporate action to authorize the execution and delivery of, and the performance of its obligations under, each of the Documents to which it is a party.

Execution and Delivery




7. Project Co has duly executed and delivered each of the Documents to which it is a party.
8. The Construction Contractor has duly executed and delivered each of the Documents to which it is a party.

Enforceability




9. Each of the Documents to which Project Co is a party constitutes a legal, valid and binding obligation of Project Co, enforceable against it in accordance with its terms.
10. Each of the Documents to which the Construction Contractor is a party constitutes a legal, valid and binding obligation of the Construction Contractor, enforceable against it in accordance with its terms.

No Breach or Default




11. The execution and delivery by Project Co of the Documents to which it is a party does not, and the performance by Project Co of its obligations under each such Document in accordance with its terms will not, breach or constitute a default under (i) any provisions of the General Partnership Agreement, or (ii) the provisions of any law, statute, rule or regulation to which Project Co is subject.
12. The execution and delivery by the Construction Contractor of the Documents to which it is a party does not, and the performance by the Construction Contractor of its obligations under each such Document in accordance with its terms will not, breach or constitute a default under (i) its articles, by-laws or unanimous shareholders' agreement, or (ii) the provisions of any law, statute, rule or regulation to which the Construction Contractor is subject.

Regulatory Approvals




13. No authorization, consent, permit or approval of, or other action by, or filing with or notice to, any governmental agency or authority, regulatory body, court, tribunal or other similar entity having jurisdiction is required in connection with the execution and delivery by Project Co of the Documents to which it is a party and the performance of its obligations thereunder.
14. No authorization, consent, permit or approval of, or other action by, or filing with or notice to, any governmental agency or authority, regulatory body, court, tribunal or other similar entity having jurisdiction is required in connection with the execution and delivery by the Construction Contractor of the Documents to which it is a party and the performance of its obligations thereunder.

Qualifications

Our opinions herein are subject to the following qualifications and reservations, namely:

1. The enforceability of any Document and the rights and remedies set out therein or any judgment arising out of or in connection therewith is subject to and may be limited by any applicable bankruptcy, reorganization, winding-up, insolvency, moratorium or other laws of general application affecting creditors' rights from time to time in effect.
2. The enforceability of each of the Documents and the rights and remedies set out therein is subject to and may be limited by general principles of equity, and no opinion is given as to any specific remedy that may be granted, imposed or rendered, including equitable remedies such as those of specific performance and injunction, or the availability of equitable defences.
3. The enforceability of any Document will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and we express no opinion as to whether a court may find any provision of any Document to be unenforceable as an attempt to vary or exclude a limitation period under that Act.
4. Pursuant to the Currency Act (Canada), a judgment in money rendered by a court in the Province of Ontario must be awarded in Canadian currency and such judgment may be based on a rate of exchange in effect other than the day of payment of the judgment.
5. To the extent that a particular contractual provision is characterized by a court as a penalty and not as a genuine pre-estimate of damages, it will not be enforceable.
6. A court may not treat as conclusive those certificates and determinations which the Documents state are to be so treated.
7. A receiver or receiver and manager appointed pursuant to the provisions of any Document, for certain purposes, may not be treated by a court as being solely the agent of Project Co notwithstanding any agreement to the contrary.
8. The ability to recover or claim for certain costs or expenses may be subject to judicial discretion.
9. With respect to any provisions of the Documents pursuant to which the parties to such Documents are permitted or required to submit a dispute arising out of such Documents to arbitration, we express no opinion as to the enforceability of such arbitration provisions in all circumstances since under the Arbitration Act, 1991 (Ontario) a court of competent jurisdiction in Ontario may, in its discretion and upon certain grounds, refuse to stay judicial proceedings in which event an arbitration under such arbitration provisions may not be commenced or continued. In addition, the Arbitration Act, 1991 (Ontario) provides that a court may hear an appeal of an arbitration award on a question of law, or set aside an arbitration award or declare it invalid, in each case on certain prescribed grounds.
10. Any requirement in any of the Documents that interest be paid at a higher rate after than before default may not be enforceable.
11. The effectiveness of provisions which purport to relieve a person from a liability or duty otherwise owed may be limited by law, and provisions requiring indemnification or reimbursement may not be enforced by a court, to the extent that they relate to the failure of such person to perform such duty or liability.
12. No opinion is expressed as to the enforceability of any provision contained in any Document which purports to sever from the Document any provision therein which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of the Document.
13. No opinion is expressed regarding any waiver of service of process, presentment, demand, protest or notice of dishonour which may be contained in any of the Documents.
14. Any award of costs is in the discretion of a court of competent jurisdiction.
15. The enforceability of rights of indemnity set out in the Documents may be limited under applicable law to the extent that they directly or indirectly relate to liabilities imposed by law on HMQ for which it would be contrary to public policy to require Project Co to indemnify HMQ or to the extent that they constitute the indirect enforcement of a foreign revenue or penal law.

This opinion is being delivered solely in connection with the transaction addressed herein and may not be relied upon by any person other than the addressees, and their successors and permitted assigns, or for any purpose other than the transaction addressed herein.

Yours very truly,

[INSERT NAME OF LAW FIRM]

APPENDIX D

FORM OF
CERTIFICATE OF AN OFFICER OF
ONTARIO INFRASTRUCTURE PROJECTS CORPORATION
(the "Corporation")

TO:	STIKEMAN ELLIOTT LLP
AND TO:	WINDSOR ESSEX MOBILITY GROUP GP ("Project Co")
AND TO:	TORYS LLP
AND TO:	CITI TRUST COMPANY CANADA (the "Collateral Trustee")
AND TO:	FASKEN MARTINEAU DuMOULIN LLP
RE:	Project agreement (as amended, supplemented or modified from time to time, the "Project Agreement") dated the 15th day of December, 2010 between the Corporation, as agent for Her Majesty The Queen in Right of Ontario, as represented by the Minister of Infrastructure, and Project Co

________________________________________________________________________________________________________________________________________________

I, [●], the [●] of the Corporation and an authorized signatory of the Corporation and being duly authorized by the Corporation to deliver this certificate, hereby make the following certifications and confirmations for and on behalf of the Corporation and without incurring personal liability and that the same may be relied upon by you without further inquiry:

1. Attached hereto as Schedule "A" is a true and complete copy of (i) the resolutions of the directors of the Corporation regarding the execution of public works projects assigned to the Corporation and certain other matters set forth therein; and (ii) an excerpt of the resolutions of the directors of the Corporation relating to delegation of signing authority (collectively, the "Execution Resolutions"), which have been duly and validly passed in accordance with applicable law. The Execution Resolutions are the only resolutions of the Corporation pertaining to the subject matter thereof and the same is in full force and effect, unamended as of the date hereof.
2. Attached hereto as Schedule "B" is a true and complete copy of the resolutions of the directors the Corporation approving the selection of Project Co as the successful bidder for the Windsor Essex Parkway Project (the "Project Resolutions"). The Project Resolutions are the only resolutions of the Corporation pertaining to the subject matter thereof and the same is in full force and effect, unamended as of the date hereof.
3. The following named persons, on or as of the date hereof, are duly elected or appointed officers of the Corporation, as evidenced by the holding of the office or offices set forth opposite their names, are proper signing officers of the Corporation and are authorized to execute and deliver Project Documents (as such a term is defined in the Execution Resolutions referenced in Item 1(i) above) relating to the Windsor Essex Parkway Project on behalf of the Corporation. The signatures set forth opposite their respective names are the true signatures of those persons.

NAME	POSITION	SIGNATURE
[●]	________________________	________________________
[●]	________________________	________________________
[●]	________________________	________________________
[●]	________________________	________________________

DATED this _____ day of ___________________, 2010.

		_________________________________
		Name: [●]
		Title:  Secretary

APPENDIX E

FORM OF DECLARATION OF MANAGEMENT

ONTARIO INFRASTRUCTURE PROJECTS CORPORATION

("the Corporation")

DECLARATION OF MANAGEMENT

WHEREAS the Corporation as agent for Her Majesty The Queen in Right of Ontario, as represented by the Minister of Infrastructure, and Windsor Essex Mobility Group GP propose to enter into a Project Agreement relating to the Windsor Essex Parkway Project in the City of Windsor, the Town of LaSalle, the Town of Tecumseh and the County of Essex, Ontario (the "WEP Project");

AND WHEREAS the Corporation will from time to time enter into agreements for the design, construction and/or facilities management of the WEP Project assigned to the Corporation by the Minister of Infrastructure and as well as ancillary agreements, instruments, certificates and other documents required to give effect to, or contemplated to be delivered in accordance with the WEP Project (collectively, "Project Documents");

NOW THEREFORE THE CORPORATION'S MANAGEMENT HEREBY DECLARES THAT:

1. by resolution of the board of directors of the Corporation passed on [●], 20●, the board of directors of the Corporation has authorized the Corporation's management (for and in the name of and on behalf of the Corporation) to execute and deliver the Project Documents and do all such other acts and things as the Corporation's management may determine to be necessary or advisable to carry out the transactions contemplated by the applicable Project Documents;
2. the Corporation's management may execute and deliver the Project Documents to which the Corporation may become a party and any other documents, instruments or agreements delivered in connection with the Project Documents from time to time (collectively, together with the Project Documents, the "Documents") all in such form and on such terms as the management of the Corporation executing such Documents in accordance with this declaration may approve, such approval to be evidenced conclusively by the execution of such Documents by the Corporation's management; and
3. the Project Documents to be executed and delivered by the Corporation in connection with the WEP Project and the transactions and obligations contemplated thereunder are for the purpose of carrying out the objects of the Corporation and the Corporation shall not and will not assert the contrary against any person dealing with the Corporation or any person who has acquired an interest in the WEP Project from the Corporation.

THIS DECLARATION may be signed in counterparts, and all such counterparts, when taken together, shall constitute one and the same declaration, effective on this date.

DATED this ______ day of _______________, 2010.

_________________________________

Name: [●]

Title:  Secretary