Common use of Representations and Warranties of Client Clause in Contracts

Representations and Warranties of Client. 6.1 Client hereby covenants, represents, and warrants to Company that: (i) Client has full corporate power and authority to own, lease and operate its property and to carry on its business as conducted and is duly qualified to transact business, and is in good standing, in all jurisdictions wherein the nature of its business or its ownership, lease or operation of property requires Client to be qualified as a foreign corporation or where the failure so to qualify might impair its right to enforce its contracts or expose it or its business, properties or assets to material liabilities. (ii) Client has all the necessary licenses and permits for its business activities and will conduct its business in compliance with any and all laws and regulations applicable to the Client. (iii) Client has full corporate power and authority to enter into and deliver the Agreement, General Terms and all other agreements specified in or contemplated by the Agreement to be entered into and to perform its obligations hereunder and there under. The execution and delivery by Client of the Agreement and all other agreements specified in or contemplated by the Agreement to be entered into and the performance by Client of its obligations hereunder and there under have been duly authorized by all requisite action on its part. (iv) The Processing Agreement, the SOP, and the General Terms and all other agreements specified in or contemplated by the Agreement has been duly executed and delivered by Client and constitutes the legal, valid and binding obligation of Client enforceable against it in accordance with its terms. (v) Neither the execution and delivery by Client of the Agreement or any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor the performance by Client of the Agreement or any of the instruments or agreements herein referred to in accordance with their respective terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any Governmental Body or any third party. (vi) Neither the execution and delivery by Client of the Agreement or any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor compliance by Client with any of their respective terms and provisions will contravene any existing law, rule or regulation or any judgment, decree or order applicable to or binding upon Client or will contravene or result in any breach of, or constitute any default under, its certificate of incorporation or by-laws or any agreement or instrument to which it is a party or by which it or any of its properties may be bound, or result in the creation of any Lien upon property of Client. (vii) The Client warrants and declares that the Client will not, and will not allow its Affiliates or any third party to: (I) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble the Payment Gateway and any part or component thereof, or otherwise perform illegal acts in relation to the Payment Gateway;

Representations and Warranties of Client. 6.1 (a) Client hereby covenants, has obtained the following represents, warrants and warrants covenants from the Trust as to Company thatwhich Mellon is specifically authorized to rely: (i) Client has full corporate power the Shares issued and authority to ownoutstanding on the date hereof have been duly authorized, lease validly issued and operate its property are fully paid and to carry on its business as conducted are non-assessable; and is duly qualified to transact business, and is in good standing, in all jurisdictions wherein the nature of its business or its ownership, lease or operation of property requires Client any Shares to be qualified as a foreign corporation or where the failure so to qualify might impair its right to enforce its contracts or expose it or its businessissued hereunder, properties or assets to material liabilities.when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable; (ii) Client the Shares issued and outstanding on the date hereof (other than shares issued to Pioneer Investment Management, Inc. in connection with the initial capitalization of the Trust) have been duly registered under the Securities Act of 1933, as amended, and such registration has all become effective, or are exempt from such registration; and have been duly registered under the necessary licenses and permits for its business activities and will conduct its business in compliance with any and all laws and regulations applicable to the Client.Securities Exchange Act of 1934, as amended, or are exempt from such registration; (iii) Client has full corporate power and authority to enter into and deliver the Agreement, General Terms and all other agreements specified in or contemplated by the Agreement any Shares to be entered into and to perform its obligations hereunder and there under. The execution and delivery by Client of the Agreement and all other agreements specified in or contemplated by the Agreement to be entered into and the performance by Client of its obligations hereunder and there under issued hereunder, when issued shall have been duly authorized by all requisite action on its part.registered under the Securities Act of 1933, as amended, and such registration shall have become effective or shall be exempt from such registration; and shall have been duly registered under the Securities Exchange Act of 1934, as amended, or shall be exempt from such registration; (iv) The Processing Agreementthe Trust has paid or caused to be paid all taxes, if any, that were payable upon or in respect of the SOP, original issuance of the Shares issued and outstanding on the General Terms and all other agreements specified in or contemplated by the Agreement has been duly executed and delivered by Client and constitutes the legal, valid and binding obligation of Client enforceable against it in accordance with its terms.date hereof; and (v) Neither the execution and delivery by Client of this Agreement, and the issuance and any subsequent transfer of the Agreement or any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor the performance by Client of the Agreement or any of the instruments or agreements herein referred to in accordance with their respective terms requires the consentShares hereunder, approval, order or authorization of, or registration do not and will not conflict with, or the giving of notice to any Governmental Body or any third party. (vi) Neither the execution and delivery by Client of the Agreement or any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor compliance by Client with any of their respective terms and provisions will contravene any existing lawviolate, rule or regulation or any judgment, decree or order applicable to or binding upon Client or will contravene or result in any a breach of, the terms, conditions or provisions of, or constitute any a default under, its certificate of incorporation the charter or the by-laws of the Trust, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or instrument undertaking to which it the Trust is a party or by which it or any is bound. (b) Client represents, warrants and covenants to Mellon that: (i) the execution and delivery of its properties may be boundthis Agreement does not and will not conflict with, violate, or result in a breach of, the creation terms, conditions or provisions of, or constitute a default under, the charter or the by-laws of Client, any law or regulation, any order or decree of any Lien upon property court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Client is a party or by which it is bound; and this Agreement is enforceable against Client in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of Client.creditors' rights generally; and (viiii) The Client warrants agrees to provide the documentation and declares that the notifications listed in EXHIBIT C hereto. Client further agrees to deliver an opinion of counsel as provided in Exhibit C, Section 7(a) and (b) upon any future original issuance of Shares for which Mellon will not, and will not allow its Affiliates or any third party to: (I) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble the Payment Gateway and any part or component thereof, or otherwise perform illegal acts in relation to the Payment Gateway;act as sub-transfer agent hereunder.

Representations and Warranties of Client. 6.1 The Client hereby covenants, represents, represents and warrants to Company that: (i) Client it is duly organized pursuant to, and validly existing and in good standing under the laws of the jurisdiction of its formation and has full corporate power and authority to own, lease and operate perform its property and to carry on its business as conducted and is duly qualified to transact business, and is in good standing, in all jurisdictions wherein the nature of its business or its ownership, lease or operation of property requires Client to be qualified as a foreign corporation or where the failure so to qualify might impair its right to enforce its contracts or expose it or its business, properties or assets to material liabilities.obligations under this Agreement; (ii) Client has all it is a registered “investment advisor,” as defined in the necessary licenses and permits for its business activities and will conduct its business in compliance with any and all laws and regulations applicable to the Client.Advisors Act; (iii) Client the Fund is a registered investment company under the 1940 Act; (iv) it has full corporate duly appointed the Investment Manager as investment manager to manage (including the power to acquire and authority to enter into and deliver dispose of) the Agreement, General Terms and all other agreements specified in or contemplated assets allocated by the Agreement Client to be entered into the Client Account from time to time (v) it has provided to the Investment Manager all documentation regulating the Fund including, but not limited to, the governing documents, prospectus, statement of additional information and to perform its obligations hereunder other instruments regulating the Fund, including financial and there under. The execution and delivery by Client of other information, that the Agreement and all other agreements specified Investment Manager may reasonably request in or contemplated by the Agreement to be entered into and the performance by Client furtherance of its obligations or authority hereunder (collectively, the “Fund Account Documents”). Any such documentation, including, without limitation, the Fund’s financial or other information, provided to the Investment Manager will be materially accurate. In addition, the Client will furnish the Investment Manager with additional financial information upon the Investment Manager’s reasonable request as well as copies of any amendments to or modifications of any such statute, document, opinion or other instrument as shall be executed from time to time; (vi) it will promptly provide Investment Manager with any amendments or revisions to the Fund Account Documents (including the Fund’s prospectus, statement of additional information, and any other document regulating the Client Account and/or Fund); (vii) Without limitation, the transactions and agreements which the Investment Manager enters into on behalf of the Client Account with a counterparty pursuant to this Agreement will not violate the constituent documents of, any law, rule, regulation, order or judgment binding on the Client or the Fund, or any contractual restriction binding on or affecting the Client or the Fund or its properties and no governmental or other notice or consent that has not been obtained is required in connection with the execution, delivery or performance of this Agreement or of any agreements governing or relating to such obligations; (viii) the Fund is the owner of all Assets the Client places or will place in the Client Account and that except as disclosed in writing there under are, and will be, no restrictions whatsoever as to the public distribution or trading of such Assets; (ix) The execution, delivery and performance by the Client of this Agreement are within the Client’s powers and have been duly authorized by all requisite necessary action on the part of its part. (iv) The Processing directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Client for the execution, delivery and performance by the Client of this Agreement, the SOP, and the General Terms execution, delivery and all other agreements specified in or contemplated performance by the Agreement has been duly executed and delivered by Client and constitutes the legal, valid and binding obligation of Client enforceable against it in accordance with its terms. (v) Neither the execution and delivery by Client of the this Agreement do not contravene or constitute a default under (i) any provision of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor the performance by Client of the Agreement or any of the instruments or agreements herein referred to in accordance with their respective terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any Governmental Body or any third party. (vi) Neither the execution and delivery by Client of the Agreement or any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor compliance by Client with any of their respective terms and provisions will contravene any existing applicable law, rule or regulation regulation; (ii) the Client’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or order applicable to or other instrument binding upon the Client; (x) The Investment Manager may include the name of the Client on any representative client list; (xi) the Fund is a Qualified Institutional Buyer (“QIB”) as such term is defined in Rule 144(A)(1)(i) of the United States Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder, and shall promptly notify the Investment Manager in writing if the Fund ceases to be a QIB and further agrees to provide such evidence of its status as a QIB as the Investment Manager may reasonably request from time to time; (xii) is a qualified eligible person (“QEP”) as defined by Commodity Futures Trading Commission (“CFTC”) Rule 4.7 and Client further consents to being treated as a QEP in accordance with CFTC Rule 4.7; (xiii) as of the date hereof, it is not a “restricted person” for the purposes of FINRA Rule 5130 or a “covered person” for purposes of FINRA Rule 5131 (collectively, the “New Issues Rules”), or that Client is otherwise exempt from the prohibitions of the New Issues Rules; (xiv) the Fund is operated in compliance with the provisions of the Commodity Exchange Act, as amended (“CEA”) and the rules of the CFTC; (xv) if required by the CEA, the Fund has filed a Notice of Eligibility for exclusion from the definition of the term “commodity pool operator” pursuant to CFTC Rule 4.5; (xvi) it will contravene notify the Investment Manager within five (5) business days of either becoming a “restricted person” or result a “covered person” for the purposes of the New Issues Rules or ceases to be exempt from the prohibitions of the New Issues Rules; (xvii) Investment Manager has been retained by Client to use its particular investment expertise with respect to the assets which are held in the Client Account and, to the extent there is any restriction (whether created by any documents relating to the Client Account, applicable law or otherwise) as to the percentage of any such Client Account assets which may be invested in any breach oftype of property, Client, and not Investment Manager, shall, except as otherwise provided pursuant to clause (v) of this paragraph (b), be responsible for ensuring that the investments (including the Assets in the Client Account) do not, individually or in the aggregate, violate such restrictions; (xviii) Client acknowledges the Investment Manager has not made any representation regarding the profitability of the Client Account or its ability to avoid losses, the Investment Manager’s trading activities are speculative and involve substantial risk of loss and the past performance of the Investment Manager and any sub-Advisor, with regard to other managed accounts, is not indicative of future performance of the Client Account; and (xix) the Client shall notify the Investment Manager before or immediately upon the occurrence, or constitute if it knows or has reason to know of the occurrence or likelihood of the occurrence, of any default under, its certificate of incorporation or by-laws or any agreement or instrument to event which it is causes a party or by which it or any of its properties may be bound, or result change in the creation representations and warranties under this Agreement or which (A) makes investments, transactions or agreements made pursuant to this Agreement unlawful or unsuitable for the Fund Account; or (B) would operate to limit, suspend or terminate the authority of any Lien upon property of the Client. (vii) The Client warrants and declares that the Client will not, and will not allow its Affiliates or any third party to: (I) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble the Payment Gateway and any part or component thereof, or otherwise perform illegal acts in relation to the Payment Gateway;

Representations and Warranties of Client. 6.1 Client hereby covenants, represents, represents and warrants to Company Contractor that: (ia) Client is a Corporation duly formed and validly existing under the laws of the State of Delaware and has full legal capacity and standing to pursue its corporate purpose (including the capacity to dispose of and encumber all of its assets) and full power to engage in the business it presently conducts and authority to own, lease and operate its property and to carry on its business as conducted and is duly qualified to transact businesscontemplates conducting, and is and will be duly licensed or qualified and in good standing, in all jurisdictions wherein standing under the laws of each jurisdiction where the nature of its the business transacted by it makes such licensing or its ownership, lease or operation of property requires Client to be qualified as a foreign corporation or qualification necessary and where the failure so to qualify might impair its right to enforce its contracts or expose it or its business, properties or assets to material liabilities. (ii) Client has all the necessary licenses and permits for its business activities and will conduct its business in compliance with any and all laws and regulations applicable to the Client. (iii) Client has full corporate power and authority to enter into and deliver the Agreement, General Terms and all other agreements specified in or contemplated by the Agreement to be entered into and licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder hereunder. (b) The execution, delivery and there under. The execution and delivery by Client of the Agreement and all other agreements specified in or contemplated by the Agreement to be entered into and the performance by Client of its obligations hereunder and there under have been duly authorized by all requisite action on its part. this Agreement will not (ivi) The Processing Agreement, the SOP, and the General Terms and all other agreements specified in violate or contemplated by the Agreement has been duly executed and delivered by Client and constitutes the legal, valid and binding obligation of Client enforceable against it in accordance with its terms. (v) Neither the execution and delivery by Client of the Agreement or any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor the performance by Client of the Agreement or any of the instruments or agreements herein referred to in accordance with their respective terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any Governmental Body or any third party. (vi) Neither the execution and delivery by Client of the Agreement or any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor compliance by Client conflict with any of their respective terms and provisions will contravene any existing lawcovenant, rule or regulation or any judgment, decree or order applicable to or binding upon Client or will contravene or result in any breach of, or constitute any default under, its certificate of incorporation or by-laws or any agreement or instrument understanding to which it is a party or by which it or any of its properties may be boundor assets is bound or affected, or result in its organizational documents; or (ii) subject the creation of System or any Lien upon property of Clientcomponent part thereof or the Site or any portion thereof to any lien other than as contemplated or permitted by this Agreement. (viic) The There are no actions, suits, proceedings, patent or license infringements or investigations pending or, to Client’s knowledge, threatened against it before any court or arbitrator that individually or in the aggregate could result in any materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Client warrants and declares that the or in any impairment of its ability to perform its obligations under this Agreement. (d) Client will nothas, and will not allow its Affiliates or any third party to: have, available all the funds that are necessary from time to time to pay Contractor the Contract Price. (Ie) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble Title to the Payment Gateway and any part or component thereofSite is held by Client, or otherwise perform illegal acts alternatively, that Client has obtained written consent from the Host for the installation of the System at the Site. (f) To the best of Client’s knowledge, there are no Hazardous Materials at, on or beneath the Site that prevent or could potentially prevent or delay the Work. (g) The individual executing and delivering this Agreement on behalf of Client is duly authorized to do so on behalf of Client and this Agreement is binding upon Client in relation to the Payment Gateway;accordance with its terms.

Representations and Warranties of Client. 6.1 The Client hereby covenants, represents, represents and warrants to Company that: (i) Client it is duly organized pursuant to, and validly existing and in good standing under the laws of the jurisdiction of its formation and has full corporate power and authority to own, lease and operate perform its property and to carry on its business as conducted and is duly qualified to transact business, and is in good standing, in all jurisdictions wherein the nature of its business or its ownership, lease or operation of property requires Client to be qualified as a foreign corporation or where the failure so to qualify might impair its right to enforce its contracts or expose it or its business, properties or assets to material liabilities.obligations under this Agreement; (ii) Client has all it is a registered “investment advisor,” as defined in the necessary licenses and permits for its business activities and will conduct its business in compliance with any and all laws and regulations applicable to the Client.Advisers Act; (iii) Client the Fund is a registered investment company under the 1940 Act; (iv) it has full corporate duly appointed the Investment Manager as investment manager to manage (including the power to acquire and authority to enter into and deliver dispose of) the Agreement, General Terms and all other agreements specified in or contemplated assets allocated by the Agreement Client to be entered into the Client Account from time to time (v) it has provided to the Investment Manager all documentation regulating the Fund including, but not limited to, the governing documents, prospectus, statement of additional information and to perform its obligations hereunder other instruments regulating the Fund, including financial and there under. The execution and delivery by Client of other information, that the Agreement and all other agreements specified Investment Manager may reasonably request in or contemplated by the Agreement to be entered into and the performance by Client furtherance of its obligations or authority hereunder (collectively, the “Fund Account Documents”). Any such documentation, including, without limitation, the Fund’s financial or other information, provided to the Investment Manager will be materially accurate. In addition, the Client will furnish the Investment Manager with additional financial information upon the Investment Manager’s reasonable request as well as copies of any amendments to or modifications of any such statute, document, opinion or other instrument as shall be executed from time to time; (vi) it will promptly provide Investment Manager with any amendments or revisions to the Fund Account Documents (including the Fund’s prospectus, statement of additional information, and any other document regulating the Client Account and/or Fund); (vii) Without limitation, the transactions and agreements which the Investment Manager enters into on behalf of the Client Account with a counterparty pursuant to this Agreement will not violate the constituent documents of, any law, rule, regulation, order or judgment binding on the Client or the Fund, or any contractual restriction binding on or affecting the Client or the Fund or its properties and no governmental or other notice or consent that has not been obtained is required in connection with the execution, delivery or performance of this Agreement or of any agreements governing or relating to such obligations; (viii) the Fund is the owner of all Assets, as defined below, the Client places or will place in the Client Account and that except as disclosed in writing there under are, and will be, no restrictions whatsoever as to the public distribution or trading of such Assets; (ix) The execution, delivery and performance by the Client of this Agreement are within the Client’s powers and have been duly authorized by all requisite necessary action on the part of its part. (iv) The Processing directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Client for the execution, delivery and performance by the Client of this Agreement, the SOP, and the General Terms execution, delivery and all other agreements specified in or contemplated performance by the Agreement has been duly executed and delivered by Client and constitutes the legal, valid and binding obligation of Client enforceable against it in accordance with its terms. (v) Neither the execution and delivery by Client of the this Agreement do not contravene or constitute a default under (i) any provision of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor the performance by Client of the Agreement or any of the instruments or agreements herein referred to in accordance with their respective terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any Governmental Body or any third party. (vi) Neither the execution and delivery by Client of the Agreement or any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor compliance by Client with any of their respective terms and provisions will contravene any existing applicable law, rule or regulation regulation; (ii) the Client’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or order applicable to or other instrument binding upon the Client; (x) The Investment Manager may include the name of the Client on any representative client list; (xi) the Fund is a Qualified Institutional Buyer (“QIB”) as such term is defined in Rule 144(A)(1)(i) of the United States Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder, and shall promptly notify the Investment Manager in writing if the Fund ceases to be a QIB and further agrees to provide such evidence of its status as a QIB as the Investment Manager may reasonably request from time to time; (xii) is a qualified eligible person (“QEP”) as defined by Commodity Futures Trading Commission (“CFTC”) Rule 4.7 and Client further consents to being treated as a QEP in accordance with CFTC Rule 4.7; (xiii) as of the date hereof, it is not a “restricted person” for the purposes of FINRA Rule 5130 or a “covered person” for purposes of FINRA Rule 5131 (collectively, the “New Issues Rules”), or that Client is otherwise exempt from the prohibitions of the New Issues Rules; (xiv) the Fund is operated in compliance with the provisions of the Commodity Exchange Act, as amended (“CEA”) and the rules of the CFTC; (xv) if required by the CEA, the Fund has filed a Notice of Eligibility for exclusion from the definition of the term “commodity pool operator” pursuant to CFTC Rule 4.5; (xvi) it will contravene notify the Investment Manager within five (5) business days of either becoming a “restricted person” or result a “covered person” for the purposes of the New Issues Rules or ceases to be exempt from the prohibitions of the New Issues Rules; (xvii) Investment Manager has been retained by Client to use its particular investment expertise with respect to the assets which are held in the Client Account and, to the extent there is any restriction (whether created by any documents relating to the Client Account, applicable law or otherwise) as to the percentage of any such Client Account assets which may be invested in any breach oftype of property, or constitute any default underClient, its certificate and not Investment Manager, shall, except as otherwise provided pursuant to clause (v) of incorporation or by-laws or any agreement or instrument to which it is a party or by which it or any of its properties may this paragraph (b), be bound, or result responsible for ensuring that the investments (including the Assets in the creation of any Lien upon property of Client.Client Account) do not, individually or in the aggregate, violate such restrictions; (viixviii) The Client warrants and declares that acknowledges the Investment Manager has not made any representation regarding the profitability of the Client will notAccount or its ability to avoid losses, the Investment Manager’s trading activities are speculative and will not allow its Affiliates or any third party to: (I) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble involve substantial risk of loss and the Payment Gateway past performance of the Investment Manager and any part or component thereofsub-Advisor, or otherwise perform illegal acts in relation with regard to other managed accounts, is not indicative of future performance of the Payment Gateway;Client Account; and

Representations and Warranties of Client. 6.1 Client hereby covenants, represents5.1 As an inducement for SLF to enter into this Agreement, and with full knowledge that the truth and accuracy of the representations and warranties in this Agreement are being relied upon by SLF in purchasing Accounts hereunder, Client represents and warrants to Company that: (ia) Client has full is a corporation validly existing in good standing under the laws of the jurisdiction of its incorporation with adequate corporate power and authority to own, lease and operate its property and to carry on its business as conducted and is duly qualified to transact business, and is in good standing, in all jurisdictions wherein the nature of its business or its ownership, lease or operation of property requires Client to be qualified as a foreign corporation or where the failure so to qualify might impair its right to enforce its contracts or expose it or its business, properties or assets to material liabilities. (ii) Client has all the necessary licenses and permits for its business activities and will conduct its business in compliance with any and all laws and regulations applicable to the Client. (iii) Client has full corporate power and authority to enter into and deliver the Agreement, General Terms and all other agreements specified in or contemplated by the Agreement to be entered into and to perform its obligations hereunder under this Agreement and there under. The execution applicable schedules and delivery addenda; (b) this Agreement and applicable schedules and addenda executed by Client of the Agreement and all other agreements specified in or contemplated by the Agreement to be entered into and the performance by Client of its obligations hereunder and there under have been duly authorized by all requisite action on its part. (iv) The Processing Agreementauthorized, the SOP, and the General Terms and all other agreements specified in or contemplated by the Agreement has been duly executed and delivered by Client and constitutes the legalconstitute valid, valid legal and binding obligation of Client agreements, enforceable against it in accordance with its their terms.; (vc) Neither to Client's knowledge, no approval, consent or withholding of objection is required from any governmental authority with respect to the execution entering into and delivery by Client of the Agreement or any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor the performance by Client of the this Agreement or and any of the instruments or agreements herein referred applicable schedules and addenda to in accordance with their respective terms requires the consent, approval, order or authorization ofbe executed by Client, or registration withif any such approval is required, or the giving of notice to any Governmental Body or any third party.it has been obtained; (vid) Neither the execution entering into and delivery by Client performance of the this Agreement or and any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor compliance by Client with any of their respective terms applicable schedules and provisions will contravene any existing law, rule or regulation or addenda does not violate any judgment, decree order, law or order regulation applicable to or binding upon Client or will contravene any provision of Client's Articles of Incorporation or By-laws or result in any breach of, or constitute any a default under, its certificate of incorporation or by-laws or any agreement or instrument to which it is a party or by which it or any of its properties may be bound, or result in the creation of any Lien lien, charge, security interest or other encumbrance, except Permitted Encumbrances, upon property any of Client.'s assets or on the Accounts pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Client is a party or by which Client or Client's assets may be bound; (e) Client is duly qualified to carry on business in the Province/State of Ontario and all other jurisdiction(s) where it carries on business. Client is properly licensed and authorized to operate the business of under the trade name(s) of Yak Communications Canada Inc. and Client's trade name(s) has been properly filed and published as required by applicable law. Client has fulfilled all local, provincial or federal requirements of law in properly registering itself to do business at all addresses where its business is located; (f) no event of default (as set out in section 12.1) has occurred; (g) Client has made timely payment and/or local deposits of required taxes, including employee income tax withholdings, to Revenue Canada as well as to any other federal, provincial and/or local tax authority as they become due; (h) all financial records, statements, books or other documents shown to SLF by Client at any time, either before or after the signing of this Agreement, are true, complete and accurate and represent the true financial condition of Client; and (i) with respect to Account Debtors and Accounts: (i) Client is, at the time of purchase by SLF, the sole legal and beneficial owner of, and has undisputed title to, the Accounts and all Corresponding Rights purchased by SLF free and clear of all liens, charges, encumbrances and adverse claims; (ii) each Account offered to SLF and purchased by SLIT is an Approved Account, [strike out (ii) and initial the change if there are to be no minimum criteria for Accounts that are offered to SLF] (iii) to the best of Client's information and knowledge, each Account Debtor is solvent within the meaning of the Bankruptcy and Insolvency Act (Canada); (iv) Client has not received any notice, either verbal or written, of a Credit Problem concerning any of its Account Debtors which Credit Problem has not previously been disclosed in writing to SLF; (v) each Account Debtor is indebted to Client for the amounts set out in each Schedule "A" submitted to SLF from time-to-time; (vi) each Invoice, Purchase Order or other contract or instrument provided to SLF as evidencing the agreement between Client and its Account Debtor in respect of any Account sets forth and constitutes the entire agreement between Client and the Account Debtor with respect to the subject matter thereof, there being no other written or oral understandings or representations; (vii) The at the time of purchase by SLF there has been no prepayment of payments or other monies payable under any Account except as expressly disclosed in writing to SLF; (viii) all covenants, conditions and obligations of Client warrants and declares each Account Debtor under each Account offered to SLF, including, without limitation, all conditions precedent to the obligation of the Account Debtor to make the payments, have been performed and fulfilled by Client; (ix) as of the date of each offer, the Account Debtor has performed and fulfilled all covenants, conditions and obligations in respect of each Account and the Account Debtor has agreed to continue to perform and fulfill such covenants, conditions and obligations and has further agreed that its obligation to make all payments in respect of the Account shall be absolute and unconditional under all circumstances and shall not be affected by any right of set-off, counterclaim or defense the Account Debtor may have against Client, SLF or any other Person for any reason whatsoever; (x) each Invoice, Purchase Order or other contract or instrument provided to SLF as evidencing the agreement between Client and its Account Debtor in respect of any Account is in full force and effect and has not been amended, changed or modified and shall not be amended, changed or modified without the prior written consent of SLF; (xi) the Goods referenced in each Invoice, Purchase Order or other contract or instrument provided to SLF as evidencing the agreement between Client and its Account Debtor in respect of any Account have been duly delivered to the Account Debtor at the location specified in such Invoice, Purchase Order or other contract or instrument and the Account Debtor has duly inspected such Goods, found the same to be in good order, in full accordance with all of its specifications and requirements, and has accepted such Goods for all purposes of its agreement with Client; (xii) the Goods referenced in each Invoice, Purchase Order or other contract or instrument provided to SLF as evidencing the agreement between Client and its Account Debtor in respect of any Account are presently located at the address indicated on Schedule" B"; (xiii) the Account Debtor has agreed that neither the Invoice, Purchase Order or other contract or instrument provided to SLF as evidencing the agreement between Client and its Account Debtor in respect of any Account nor the assignment by Client of its rights under such Invoice, Purchase Order or other contract or instrument to SLF shall make SLF liable to perform or fulfill any covenants, conditions or obligations of Client under such Invoice, Purchase Order or other contract or instrument, all of which shall remain the responsibility of Client, and that the Account Debtor's sole remedy for breach of such covenants, conditions or obligations shall be against Client; (xiv) each Account Debtor has agreed not to assert against SLF any claim, set-off, counterclaim or defense the Account Debtor has, or may have, against Client, SLF or any other Person for any reason whatsoever; (xv) each Account offered for sale to SLF is an accurate and undisputed statement of indebtedness by Account Debtor to Client will notas a result of a bona fide and absolute sale of Goods to its Account Debtor (which Goods were delivered and accepted by its Account Debtor) or performance of service by Client to an Account Debtor, and will such Goods were not allow provided to its Affiliates or any third party to: (I) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble the Payment Gateway and any part or component thereofAccount Debtor on consignment, or otherwise perform illegal acts on an approval or hold basis, or by way of guaranteed contract or subject to any other contingency and is for a certain sum which is due and payable in relation 30 days or less, or within such time as is agreed to, in writing by SLF and Client; (xvi) Client does not own, control or exercise dominion over, in any way whatsoever, the business of any Account Debtor in respect of which an Account is offered for sale by Client to SLF; and (xvii) Client has not transferred, assigned, pledged or granted a security interest in its Accounts or other personal property to any other party which Client has not fully disclosed in writing to SLF prior to the Payment Gateway;date of execution of this Agreement.

Representations and Warranties of Client. 6.1 The Client hereby covenants, represents, represents and warrants to Company that: (i) Client it is duly organized pursuant to, and validly existing and in good standing under the laws of the jurisdiction of its formation and has full corporate power and authority to own, lease and operate perform its property and to carry on its business as conducted and is duly qualified to transact business, and is in good standing, in all jurisdictions wherein the nature of its business or its ownership, lease or operation of property requires Client to be qualified as a foreign corporation or where the failure so to qualify might impair its right to enforce its contracts or expose it or its business, properties or assets to material liabilities.obligations under this Agreement; (ii) Client has all it is a registered “investment advisor,” as defined in the necessary licenses and permits for its business activities and will conduct its business in compliance with any and all laws and regulations applicable to the Client.Advisers Act; (iii) Client the Fund is a registered investment company under the 1940 Act; (iv) it has full corporate duly appointed the Investment Manager as investment manager to manage (including the power to acquire and authority to enter into and deliver dispose of) the Agreement, General Terms and all other agreements specified in or contemplated assets allocated by the Agreement Client to be entered into the Client Account from time to time (v) it has provided to the Investment Manager all documentation regulating the Fund including, but not limited to, the governing documents, prospectus, statement of additional information and to perform its obligations hereunder other instruments regulating the Fund, including financial and there under. The execution and delivery by Client of other information, that the Agreement and all other agreements specified Investment Manager may reasonably request in or contemplated by the Agreement to be entered into and the performance by Client furtherance of its obligations or authority hereunder (collectively, the “Fund Account Documents”). Any such documentation, including, without limitation, the Fund’s financial or other information, provided to the Investment Manager will be materially accurate. In addition, the Client will furnish the Investment Manager with additional financial information upon the Investment Manager’s reasonable request as well as copies of any amendments to or modifications of any such statute, document, opinion or other instrument as shall be executed from time to time; (vi) it will promptly provide Investment Manager with any amendments or revisions to the Fund Account Documents (including the Fund’s prospectus, statement of additional information, and any other document regulating the Client Account and/or Fund); (vii) Without limitation, the transactions and agreements which the Investment Manager enters into on behalf of the Client Account with a counterparty pursuant to this Agreement will not violate the constituent documents of, any law, rule, regulation, order or judgment binding on the Client or the Fund, or any contractual restriction binding on or affecting the Client or the Fund or its properties and no governmental or other notice or consent that has not been obtained is required in connection with the execution, delivery or performance of this Agreement or of any agreements governing or relating to such obligations; (viii) the Fund is the owner of all Assets, as defined below, the Client places or will place in the Client Account and that except as disclosed in writing there under are, and will be, no restrictions whatsoever as to the public distribution or trading of such Assets; (ix) The execution, delivery and performance by the Client of this Agreement are within the Client’s powers and have been duly authorized by all requisite necessary action on the part of its part. (iv) The Processing directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Client for the execution, delivery and performance by the Client of this Agreement, the SOP, and the General Terms execution, delivery and all other agreements specified in or contemplated performance by the Agreement has been duly executed and delivered by Client and constitutes the legal, valid and binding obligation of Client enforceable against it in accordance with its terms. (v) Neither the execution and delivery by Client of the this Agreement do not contravene or constitute a default under (i) any provision of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor the performance by Client of the Agreement or any of the instruments or agreements herein referred to in accordance with their respective terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any Governmental Body or any third party. (vi) Neither the execution and delivery by Client of the Agreement or any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor compliance by Client with any of their respective terms and provisions will contravene any existing applicable law, rule or regulation regulation; (ii) the Client’s governing instruments; or (iii) any agreement judgment, injunction, order, decree or order applicable to or other instrument binding upon the Client; (x) The Investment Manager may include the name of the Client on any representative client list; (xi) the Fund is a Qualified Institutional Buyer (“QIB”) as such term is defined in Rule 144(A)(l)(i) of the United States Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder, and shall promptly notify the Investment Manager in writing if the Fund ceases to be a QIB and further agrees to provide such evidence of its status as a QIB as the Investment Manager may reasonably request from time to time; (xii) is a qualified eligible person (“QEP”) as defined by Commodity Futures Trading Commission (“CFTC”) Rule 4.7 and Client further consents to being treated as a QEP in accordance with CFTC Rule 4.7; (xiii) as of the date hereof, it is not a “restricted person” for the purposes of FINRA Rule 5130 or a “covered person” for purposes of FINRA Rule 5131 (collectively, the “New Issues Rules”), or that Client is otherwise exempt from the prohibitions of the New Issues Rules; (xiv) the Fund is operated in compliance with the provisions of the Commodity Exchange Act, as amended (“CEA”) and the rules of the CFTC; (xv) if required by the CEA, the Fund has filed a Notice of Eligibility for exclusion from the definition of the term “commodity pool operator” pursuant to CFTC Rule 4.5; (xvi) it will contravene notify the Investment Manager within Eve (5) business days of either becoming a “restricted person” or result a “covered person” for the purposes of the New Issues Rules or ceases to be exempt from the prohibitions of the New Issues Rules; (xvii) Investment Manager has been retained by Client to use its particular investment expertise with respect to the assets which are held in the Client Account and, to the extent there is any restriction (whether created by any documents relating to the Client Account, applicable law or otherwise) as to the percentage of any such Client Account assets which may be invested in any breach oftype of property, Client, and not Investment Manager, shall, except as otherwise provided pursuant to clause (v) of this paragraph (b), be responsible for ensuring that the investments (including the Assets in the Client Account) do not, individually or in the aggregate, violate such restrictions; (xviii) Client acknowledges the Investment Manager has not made any representation regarding the profitability of the Client Account or its ability to avoid losses, the Investment Manager’s trading activities are speculative and involve substantial risk of loss and the past performance of the Investment Manager and any sub-Advisor, with regard to other managed accounts, is not indicative of future performance of the Client Account; and (viii) the Client shall notify' the Investment Manager before or immediately upon the occurrence, or constitute if it knows or has reason to know of the occurrence or likelihood of the occurrence, of any default under, its certificate of incorporation or by-laws or any agreement or instrument to event which it is causes a party or by which it or any of its properties may be bound, or result change in the creation representations and warranties under this Agreement or which (A) makes investments, transactions or agreements made pursuant to this Agreement unlawful or unsuitable for the Fund Account; or (B) would operate to limit, suspend or terminate the authority of any Lien upon property of the Client. (vii) The Client warrants and declares that the Client will not, and will not allow its Affiliates or any third party to: (I) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble the Payment Gateway and any part or component thereof, or otherwise perform illegal acts in relation to the Payment Gateway;

Representations and Warranties of Client. 6.1 Client hereby covenants, represents5.1 As an inducement for BFI to enter into this Agreement, and with full knowledge that the truth and accuracy of the representations and warranties in this Agreement are being relied upon by BFI in purchasing Accounts hereunder, Client represents and warrants to Company thatthat as at the date of this Agreement and as at the time of Acceptance by BFI of each Offer it may accept: (ia) Client has full is a corporation validly existing in good standing under the laws of the jurisdiction of its incorporation with adequate corporate power and authority to own, lease and operate its property and to carry on its business as conducted and is duly qualified to transact business, and is in good standing, in all jurisdictions wherein the nature of its business or its ownership, lease or operation of property requires Client to be qualified as a foreign corporation or where the failure so to qualify might impair its right to enforce its contracts or expose it or its business, properties or assets to material liabilities. (ii) Client has all the necessary licenses and permits for its business activities and will conduct its business in compliance with any and all laws and regulations applicable to the Client. (iii) Client has full corporate power and authority to enter into and deliver the Agreement, General Terms and all other agreements specified in or contemplated by the Agreement to be entered into and to perform its obligations hereunder under this Agreement and there under. The execution applicable schedules and delivery addenda and each Offer made by it; (b) this Agreement and applicable schedules and addenda executed by Client of the Agreement and all other agreements specified in or contemplated by the Agreement to be entered into and the performance by Client of its obligations hereunder and there under have been duly authorized by all requisite action on its part. (iv) The Processing Agreementauthorized, the SOP, and the General Terms and all other agreements specified in or contemplated by the Agreement has been duly executed and delivered by Client and constitutes the legalconstitute valid, valid legal and binding obligation of agreements, enforceable in accordance with their terms and each Offer executed by Client will be duly authorized, executed and delivered by Client and, when accepted by BFI in accordance with this Agreement, will constitute a valid, legal and binding agreement, enforceable against it Client in accordance with its terms.; (vc) Neither to Client’s knowledge, no approval, consent or withholding of objection is required from any governmental authority with respect to the execution entering into and delivery by Client of the Agreement or any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor the performance by Client of this Agreement and any applicable schedules and addenda to be executed by Client and any Offers made by the Agreement or any of the instruments or agreements herein referred to in accordance with their respective terms requires the consent, approval, order or authorization ofClient, or registration withif any such approval is required, or the giving of notice to any Governmental Body or any third party.it has been obtained; (vid) Neither the execution entering into and delivery by Client performance of this Agreement and any applicable schedules and addenda and the Agreement or any making of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor compliance by Client with any of their respective terms and provisions will contravene any existing law, rule or regulation or an Offer does not violate any judgment, decree order, law or order regulation applicable to or binding upon Client or will contravene any provision of Client’s Articles of Incorporation or By-laws or result in any breach of, or constitute any a default under, its certificate of incorporation or by-laws or any agreement or instrument to which it is a party or by which it or any of its properties may be bound, or result in the creation of any Lien lien, charge, security interest or other encumbrance upon property any of Client.’s assets or any of the Assigned Accounts pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Client is a party or by which Client or Client’s assets may be bound; (e) Client is duly qualified to carry on business in the Province of Ontario and all other jurisdiction(s) where it carries on business. Client is properly licensed and authorized to operate the business as it is presently operated and Client’s trade name(s) has been properly filed and published as required by applicable law. Client has fulfilled all local, provincial or federal requirements of law in properly registering itself to do business at all addresses where its business is located; (f) no Event of Default has occurred; (g) Client has made timely payment and/or local deposits of required taxes, including employee income tax withholdings, to Canada Revenue Agency as well as to any other federal, provincial and/or local tax authority as they become due; (h) all financial records, statements, books or other documents shown to BFI by Client at any time, either before or after the signing of this Agreement, are true, complete and accurate and represent the true financial condition of Client; and (i) with respect to Account Debtors obligated to pay Assigned Accounts and Assigned Accounts: (i) Client is, at the time of Acceptance by BFI, the sole legal and beneficial owner of, and has undisputed title to, the Assigned Accounts and all Corresponding Rights purchased by BFI free and clear of all mortgages, liens, charges, security interests, encumbrances and adverse claims of every nature and kind whatsoever; (ii) each Assigned Account offered for sale to BFI and accepted and purchased by BFI is an Approved Account; (iii) to the best of Client’s information, knowledge and belief, no Account Debtor obligated to pay an Assigned Account has committed an act of bankruptcy or is an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada); (iv) Client has not received any notice, either verbal or written, of a Credit Impairment and/or Credit Problem concerning any of its Account Debtors obligated to pay any of the Assigned Accounts, which Credit Impairment and/or Credit Problem has not been previously disclosed in writing to BFI; (v) each Account Debtor obligated to pay an Assigned Account is indebted to Client for the Gross Face Value of such Assigned Account set out in the Offer for the sale of such Assigned Account to BFI; (vi) the Invoice, Purchase Order or other contract or instrument provided to BFI as evidencing the agreement between Client and its Account Debtor under which an Assigned Account arose sets forth and constitutes the entire agreement between Client and such Account Debtor with respect to the subject matter thereof, there being no other written or oral understandings or representations; (vii) The at the time of Acceptance by BFI, there has been no prepayment of payments or other monies payable under any Assigned Account except as expressly disclosed in writing to BFI; (viii) all covenants, conditions and obligations of Client warrants and declares each Account Debtor obligated to pay an Assigned Account, including, without limitation, all conditions precedent to the obligation of the Account Debtor to make the payments under such Assigned Account, have been performed and fulfilled by Client; (ix) at the time of Acceptance, each Account Debtor obligated to pay an Assigned Account has performed and fulfilled all covenants, conditions and obligations in respect of such Assigned Account and the Account Debtor has agreed to continue to perform and fulfill such covenants, conditions and obligations and has further agreed that its obligation to make all payments in respect of such Assigned Account shall be absolute and unconditional under all circumstances and shall not be affected by any right of set-off, counterclaim or defence such Account Debtor may have against Client, BFI or any other Person for any reason whatsoever; (x) each Invoice, Purchase Order or other contract or instrument provided to BFI as evidencing the agreement between Client and the Account Debtor under which an Assigned Account arose is in full force and effect and has not been amended, changed or modified and shall not be amended, changed or modified without the prior written consent of BFI; (xi) the goods or services referenced in each Invoice, Purchase Order or other contract or instrument provided to BFI as evidencing the agreement between Client and its Account Debtor under which an Assigned Account arose have been duly delivered or rendered to such Account Debtor at the location specified in such Invoice, Purchase Order, contract or instrument and the Account Debtor has duly inspected such goods or services, found the same to be in good order, in full accordance with all of its specifications and requirements, and has accepted such goods or services for all purposes of its agreement with Client; (xii) the goods or services referenced in each Invoice, Purchase Order or other contract or instrument provided to BFI as evidencing the agreement between Client and its Account Debtor under which such Assigned Account arose are presently located or were effected at the address specified on Schedule “B” as the “Location of Goods or Services”; (xiii) each Account Debtor obligated to pay an Assigned Account has agreed that neither the Invoice, Purchase Order or other contract or instrument provided to BFI as evidencing the agreement between Client and such Account Debtor under which such Assigned Account arose nor the transfer or assignment by Client of such Assigned Account or its rights under such Invoice, Purchase Order, contract or instrument shall make BFI liable to perform or fulfill any covenants, conditions or obligations of Client under such Invoice, Purchase Order, contract or instrument, all of which shall remain the responsibility of Client, and that the Account Debtor’s sole remedy for breach of such covenants, conditions or obligations shall be against Client; (xiv) each Account Debtor obligated to pay an Assigned Account has agreed not to assert against BFI any claim, set-off, counterclaim or defence such Account Debtor has, or may have, against Client, BFI or any other Person for any reason whatsoever; (xv) each Assigned Account offered for sale to BFI is an accurate and undisputed statement of indebtedness by the Account Debtor obligated to pay such Assigned Account to Client will notas a result of a bona fide and absolute sale of goods to such Account Debtor (which goods were delivered and accepted by such Account Debtor) or performance of service by Client to such Account Debtor (which services were accepted by such Account Debtor), and will such goods were not allow provided to its Affiliates or any third party to: (I) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble the Payment Gateway and any part or component thereofAccount Debtor on consignment, or otherwise perform illegal acts on an approval or hold basis, or by way of guaranteed contract or subject to any other contingency and is for a certain sum which is due and payable in relation 30 days or less, or within such time as is agreed to, in writing by BFI and Client; (xvi) Client does not own, control or exercise dominion over, in any way whatsoever, the business of any Account Debtor obligated to pay an Assigned Account; and (xvii) Client has not transferred, assigned, pledged or granted a security interest in its Accounts or other personal property to any other party which Client has not fully disclosed in writing to BFI prior to the Payment Gateway;date of this Agreement.