Common use of Representations and Warranties of the Distributor Clause in Contracts

Representations and Warranties of the Distributor. You represent and warrant that: (a) You are duly authorized to enter into and perform, and have duly executed and delivered, this Agreement. (b) You have and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of FINRA) to provide the services required to be provided by you hereunder. (c) You have not and will not solicit any offer to buy or offer to sell Units in any manner which would be inconsistent with applicable laws and regulations (including, but not limited to, applicable anti-money laundering laws and regulations), or with the procedures for solicitations contemplated by the Prospectus, and this Agreement or by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or conduct any seminar or meeting whose attendees have been invited by any general solicitation or advertising. (d) You will furnish to each subscriber of Units, identified either by you or the Company, a copy of the Offering Documents prior to such person's admission as a member of the Company. (e) You will maintain the confidentiality of investor information in a manner consistent with the privacy policy adopted by the Company pursuant to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as amended. (f) You agree that each Sub-Agency Agreement with a Sub-Agent will contain provisions requiring that the Sub-Agent: (1) keep records (and make them available to you) of the Offering Documents distributed to all persons; (2) have reasonable procedures regarding the control and distribution of the Offering Documents; (3) not create or use offering materials for distribution to or use by prospective purchasers of Units, other than the Offering Documents furnished by the Company and such other materials as you have supplied or authorized for use; and (4) adopt and adhere to reasonable procedures designed to ensure that the offering of the Units is made only in accordance with the provisions of Section 3 relating to the offering of Units and clauses (a) through (d) of this Section 8, in the case of the Sub-Agent as if the Sub-Agent were the Distributor.

Representations and Warranties of the Distributor. You represent 7.1 The Distributor represents and warrant warrants to the Trustee on the Issue Date that: (a) You are it is duly authorized to enter into incorporated and perform, and have duly executed and delivered, this Agreement.is validly existing under the laws of Jersey; (b) You have it has the power and will maintain all licenses capacity to own its assets and registrations necessary under applicable law and regulations (including the rules of FINRA) to provide the services required to be provided by you hereunder.carry on its business as it is being conducted; (c) You have the transactions contemplated by, and all obligations expressed to be assumed by it, in this Agreement constitute its legal, valid, binding and enforceable obligations, subject to the laws of bankruptcy and other laws affecting the rights of creditors generally and subject to any other limitations on enforceability expressed in the legal opinions delivered on the Issue Date in connection with the Certificates; (d) the entry into and the performance by it of, and the transactions contemplated by, this Agreement do not and will not solicit any offer to buy or offer to sell Units in any manner which would be inconsistent with applicable laws and regulations (including, but not limited to, applicable anti-money laundering laws and regulations), or with the procedures for solicitations contemplated by the Prospectus, and this Agreement or by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or conduct any seminar or meeting whose attendees have been invited by any general solicitation or advertising.conflict with: (di) You will furnish any law or regulation applicable to each subscriber of Units, identified either by you or the Company, a copy of the Offering Documents prior to such person's admission as a member of the Company.it; or (ii) its constitutive documents; (e) You will maintain it has the confidentiality of investor information in a manner consistent with the privacy policy adopted by the Company pursuant power to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Actenter into, as amended.perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement; (f) You agree that each Sub-Agency Agreement with a Sub-Agent will contain provisions requiring that the Sub-Agentall authorisations and other formalities required: (1i) keep records to enable it lawfully to execute, enter into and perform its obligations under this Agreement; and (ii) to make this Agreement admissible in evidence in England (save for any fees or duties payable, or formalities required to be completed, at the time of enforcement), have been obtained or effected and are in full force and effect; (g) it is not required under the laws of Jersey to make them available any deduction for or on account of any Taxes from any payment it may make or be required to youmake under this Agreement, nor is it necessary that any stamp, registration or similar tax be paid on or in relation to this Agreement; (i) it is subject to civil and commercial law with respect to its obligations under this Agreement; and (ii) the execution, delivery and performance of the Offering Documents distributed to all persons; (2) have reasonable procedures regarding the control and distribution of the Offering Documents; (3) not create or use offering materials for distribution to or use by prospective purchasers of Units, other than the Offering Documents furnished this Agreement by the Company Distributor constitute private and such other materials as you have supplied commercial acts rather than governmental or authorized public acts; (i) it will be able to sell the Allotted Airtime Vouchers in each Distribution Period for use; and at least the Minimum Sale Price (4) adopt and adhere to reasonable procedures designed to ensure that the offering in respect of the Units is made only in accordance with the provisions of Section 3 relating to the offering of Units and clauses (a) through (d) of this Section 8, in the case of the Sub-Agent as if the Sub-Agent were the Distributoreach Airtime Voucher).

Representations and Warranties of the Distributor. You represent 5.1 The Distributor hereby represents and warrant thatwarrants to the Owner as follows and hereby acknowledges and confirms that the Owner is relying on such representations and warranties in connection with the entering into by the Owner of this Agreement: (a) You are the Distributor is a corporation duly authorized to enter into and perform, validly incorporated and have duly executed organized under the laws of Canada and delivered, this Agreement.is validly existing and in good standing under the laws of Canada; (b) You have the execution and will maintain delivery of this Agreement by the Distributor has been duly authorized by all licenses necessary corporate action and registrations necessary under applicable law the Distributor has all requisite corporate power and regulations (including the rules of FINRA) authority to provide the services required enter into this Agreement and to be provided by you hereunder.carry out its terms; (c) You have the execution and delivery of this Agreement by the Distributor and the observance of, performance of and compliance by it with the terms hereof do not and will not solicit constitute: a violation of applicable law; a violation or a breach of any offer contract or any other instrument to buy which the Distributor is a party or offer to sell Units in any manner by which would be inconsistent with applicable laws and regulations (including, but not limited to, applicable anti-money laundering laws and regulations)it is bound; a default under, or would constitute a default with the procedures for solicitations contemplated by passage of time or the Prospectusgiving of notice or both or otherwise under, and this Agreement any contract or obligation to which the Distributor is a party or by which it is bound; or a violation or a breach of any form writ, injunction, statute, by-law, judgment, decree, order, rule or regulation, including of general solicitation any court or advertisingadministrative body, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or conduct any seminar or meeting whose attendees have been invited by any general solicitation or advertising.which the Distributor is bound; (d) You will furnish the Distributor has all requisite power and authority to each subscriber own, lease and operate the properties and assets now owned, leased and operated by it and is duly qualified to do business and is in good standing in every jurisdiction in which the character of Units, identified either by you the business conducted or the Company, a copy nature of the Offering Documents prior to properties owned, leased or operated by the Distributor makes such person's admission as a member of the Company.qualification necessary; (e) You will maintain there are no judgments outstanding and no claims, actions, suits, proceedings or investigations pending or, to the confidentiality best of investor information the Distributor's knowledge after reasonably diligent investigation, threatened against or affecting the Distributor or the Software at law or in a manner consistent with equity or before any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, enjoining, restricting or prohibiting the privacy policy adopted by right of the Company Distributor to sell, market and distribute the Software as contemplated herein and pursuant to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as amended.marketing plan; (f) You agree that each Sub-Agency no registration or filing with the consent, approval or other action by any federal, state, provincial or other governmental agency or instrumentality is or will be necessary for the valid execution and performance of this Agreement with a Sub-Agent will contain provisions requiring that by the Sub-Agent:Distributor; (1g) keep records (and make them available except for events or conditions relating to you) businesses in general, there is no event or condition of any character pertaining to the business of the Offering Documents distributed Distributor or to all persons; (2) have reasonable procedures regarding the control and distribution assets of the Offering Documents; Distributor that may reasonably be expected to adversely affect its assets or its business. The Distributor is not in default under any laws, regulations, by-laws, orders or requirements applicable to its business; (3h) not create or use offering materials for distribution to or use by prospective purchasers of Units, other than the Offering Documents furnished business carried on by the Company Distributor has been and is now being conducted in compliance with all statutes, regulations, by-laws, orders, covenants, restrictions or plans of all federal, state, provincial or municipal authorities, agencies, boards, or licensing bodies applicable to such other materials as you have supplied business and the Distributor holds all licenses and permits necessary for the carrying on of such business. There is no threatened suspension, cancellation or authorized for use; and (4) adopt and adhere to reasonable procedures designed to ensure that the offering invalidation of the Units is made only in accordance with the provisions of Section 3 relating to the offering of Units and clauses (a) through (d) of this Section 8, in the case of the Sub-Agent as if the Sub-Agent were the Distributor.any

Representations and Warranties of the Distributor. You represent The Distributor represents and warrant thatwarrants to each of the Secured Parties on and as of the Closing Date, each Borrowing Date and the last day of each Settlement Period, as follows: (a) You are the Distributor is duly authorized organized and validly existing in good standing under the laws of the Commonwealth of Massachusetts, with full corporate power and authority to enter into own and performoperate its assets and properties, conduct the business in which it is now engaged and have duly executed to execute and delivered, deliver and perform its obligations under this Agreement.Agreement and the other Program Documents to which it is a party; (b) You have the Distributor is duly qualified to do business and will maintain all licenses is in good standing in each jurisdiction in which the nature of its business, assets and registrations necessary properties, including, without limitation, the performance of its obligations under applicable law this Agreement and regulations (including the rules of FINRA) other Program Documents to provide which it is a party, requires such qualification, except where the services required failure to be provided by you hereunder.so qualified could not give rise to a reasonable possibility of a Material Adverse Effect; (c) You have not the execution, delivery and will not solicit any offer to buy or offer to sell Units in any manner which would be inconsistent with applicable laws and regulations (including, but not limited to, applicable anti-money laundering laws and regulations), or with the procedures for solicitations contemplated performance by the Prospectus, Distributor of the Program Documents to which it is a party and this Agreement or by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or the other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or conduct any seminar or meeting whose attendees instruments and agreements contemplated thereby are within its corporate powers and have been invited duly authorized by any general solicitation or advertising.all requisite corporate action by the Distributor and have been duly executed and delivered by the Distributor and constitute the legal, valid and binding obligations of the Distributor enforceable against the Distributor in accordance with their respective terms; (d) You neither the execution and delivery by the Distributor of this Agreement, the other Program Documents to which it is a party, or any instrument or agreement referred to herein or therein, or contemplated hereby or thereby, nor the consummation of the transactions herein or therein contemplated, nor compliance with the terms, conditions and provisions hereof or thereof by it, will furnish to each subscriber (i) conflict with, or result in a breach or violation of, or constitute a default under its certificate of Unitsincorporation, identified either by you or by-laws or other organizational documents, (ii) conflict with or contravene any (A) Applicable Law, (B) any contractual restriction binding on or affecting the Distributor or any of its assets or properties, (C) any order, writ, judgment, award, injunction or decree binding on or affecting the Distributor or any of its assets or properties, (iii) result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of the giving of notice or the Companypassage of time (or both) would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any contractual obligation or any agreement or document to which it is a copy party or by which it or any of its properties is bound (or to which any such obligation, agreement or document relates), (iv) result in any Adverse Claim upon any of the Offering Documents prior to such person's admission as a member Assigned Collateral, or (v) result in the termination of the Company.any Distribution Agreement or Distribution Plan; (e) You will maintain the confidentiality Distributor has obtained all necessary Governmental Authorizations and Private Authorizations, and made all Governmental Filings necessary for the execution, delivery and performance by the Distributor of investor information this Agreement, the other Program Documents to which it is a party and the agreements and instruments contemplated hereby or thereby, and no Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in a manner consistent connection with the privacy policy adopted by execution, delivery or performance of this Agreement and the Company pursuant to Title V other Program Documents, including without limitation the pledge of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as amended.Assigned Collateral contemplated by this Agreement; (f) You agree that each Sub-Agency this Agreement with and the actions required to be taken pursuant to the terms hereof are, and at all times shall be, effective to create and perfect in the Agent for the benefit of the Secured Parties a Sub-Agent will contain provisions requiring that first priority security interest in the Sub-Agent:Assigned Collateral free and clear of all Adverse Claims; (1g) keep records (the Distributor owns the Assigned Collateral free and make them available to you) clear of Adverse Claims; and as of the Offering Documents distributed initial Borrowing Date and at all times thereafter, the Agent has a first priority perfected security interest in the Assigned Collateral free and clear of all Adverse Claims and no actions, except as have been taken, are necessary or advisable to all persons; perfect or protect such security interest free and clear of Adverse Claims; (2h) have reasonable procedures regarding the control and distribution no effective financing statements or other instruments similar in effect covering any Assigned Collateral of the Offering Documents; Distributor is on file in any recording office, except those filed in favor of the Agent pursuant to this Agreement; (3i) the Distributor is a wholly-owned subsidiary of Colonial Management Associates, Inc., which is a wholly-owned subsidiary of the Borrower which is wholly-owned by LFSI, which in turn is a wholly-owned subsidiary of the Parent and the Distributor's principal place of business and chief executive office and the place where its records concerning the Assigned Collateral are kept is at the addresses referred to in Section 4.01(d); (j) there are no pending or, to the best of the Distributor's knowledge, threatened investigations, actions, suits or proceedings involving the Distributor which give rise to a reasonable possibility of a Material Adverse Effect; (k) the Prospectus, each Investor Report, each Notice of Borrowing and all other written information, reports and statements provided by or on behalf of the Distributor or any of its Affiliates to any Secured Party for purposes of or in connection with this Agreement, any other Facility Document or the transactions contemplated hereby or thereby is, and all such information, notices, reports and statements hereafter provided to any Secured Party will be true, correct and complete in all material respects on the date such information, notice, report or statement is stated or certified and on such date no such information, notice, report or statement contains, or will contain, any misrepresentation of a material fact or any omission to state therein matters necessary to make the statements made therein not create misleading in any material respect when considered in its entirety; (l) the Distributor is in compliance in all material respects with Applicable Law, including, without limitation, the Securities Act, the Exchange Act and the Investment Company Act; (m) the Distributor is not a member of an ERISA Group and has no Benefit Arrangement, Plan or use offering materials for distribution Multiemployer Plan subject to ERISA; (n) on each Borrowing Date and immediately after the making of each Advance, the Borrower is in full compliance with the Borrowing Base Test and the other conditions specified in Article III; (o) the Distributor is taking all reasonable actions necessary to mitigate the effect of the Year 2000 Problem on its computer systems; (p) the Distributor has filed all United States Federal income tax returns and all other material tax returns which are required to be filed by it, if any, and has paid all taxes due pursuant to such returns, if any, or use by prospective purchasers of Units, other than the Offering Documents furnished pursuant to any assessment received by the Company Distributor, except for any taxes or assessments which are being contested in good faith by appropriate proceedings and such other materials as you with respect thereto adequate reserves have supplied or authorized for use; and (4) adopt and adhere to reasonable procedures designed to ensure that the offering of the Units is made only been established in accordance with GAAP and which could otherwise not give rise to a reasonable possibility of a Material Adverse Effect; and the provisions charges, accruals and reserves on the books of Section 3 the Distributor in respect of taxes or other governmental charges, if any, are, in the opinion of the Distributor, adequate; (q) the statement of assets and liabilities of the Distributor as at December 31, 1998, certified by Ernst & Young, LLP, certified public accountants, fairly present in conformity with GAAP the financial position of the Distributor at such date and since such date there has been no material adverse change in the business, financial position or results of operations of the Distributor; (r) the Asset Based Sales Charge relating to Shares of each Fund and CDSC arrangement relating to the offering Shares and the payments provided for in, and actually being made pursuant to, the related Distribution Plan, the Distribution Agreement and/or the Prospectus for each such Fund are fairly and accurately described in the related Distribution Plan, the Distribution Agreement and/or the Prospectus relating to such Fund; (s) each Fund (and in respect of Units each Fund which constitutes a Portfolio, each Company related to such Fund in respect thereof) has complied in all material respects with the Fundamental Investment Objectives and clauses Policies relating to such Funds; (at) through each Fund (dand in respect of each Fund which constitutes a Portfolio, each Company related to such Fund) of this Section 8and the Distribution Agreement, the Distribution Plan, and the Irrevocable Payment Instruction relating to each Fund are in compliance, in the case all material respects, with Applicable Law, including, without limitation, Rule 12b-1 of the Sub-Investment Company Act and the Conduct Rules; (u) the Sales Charges paid and payable in respect of each Fund (or, in respect of each Fund which constitutes a Portfolio, by each Company in respect of each related Fund) relating to the sales of Shares of each such Fund pursuant to the related Distribution Agreement, Distribution Plan and Prospectus and pursuant to the Conduct Rules (as are interpreted by each such Fund (or in respect of each Fund which constitutes a Portfolio, by each Company in respect of each related Fund) and the Distributor as of the date hereof), is the Maximum Aggregate Sales Charge Allowable in respect of such sales; (v) the CDSCs payable upon the redemption or conversion of the Shares relating to the Receivables of each Fund shall continue to be payable in accordance with Schedule II attached hereto after any termination or modification of the Distribution Plan or the Distribution Agreement in respect of such Fund; and (w) the Shares of each Fund can only be exchanged for the Shares of another Fund in respect of which the Agent as if has a first priority perfected security interest in the Sub-Agent were the DistributorReceivables relating to such Fund.

Representations and Warranties of the Distributor. You represent ‌ 7.1 The Distributor represents and warrant warrants to the Trustee on the Issue Date that: (a) You are it is duly authorized to enter into incorporated and perform, and have duly executed and delivered, this Agreement.is validly existing under the laws of Jersey; (b) You have it has the power and will maintain all licenses capacity to own its assets and registrations necessary under applicable law and regulations (including the rules of FINRA) to provide the services required to be provided by you hereunder.carry on its business as it is being conducted; (c) You have the transactions contemplated by, and all obligations expressed to be assumed by it, in this Agreement constitute its legal, valid, binding and enforceable obligations, subject to the laws of bankruptcy and other laws affecting the rights of creditors generally and subject to any other limitations on enforceability expressed in the legal opinions delivered on the Issue Date in connection with the Certificates; (d) the entry into and the performance by it of, and the transactions contemplated by, this Agreement do not and will not solicit any offer to buy or offer to sell Units in any manner which would be inconsistent with applicable laws and regulations (including, but not limited to, applicable anti-money laundering laws and regulations), or with the procedures for solicitations contemplated by the Prospectus, and this Agreement or by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or conduct any seminar or meeting whose attendees have been invited by any general solicitation or advertising.conflict with: (di) You will furnish any law or regulation applicable to each subscriber of Units, identified either by you or the Company, a copy of the Offering Documents prior to such person's admission as a member of the Company.it; or (ii) its constitutive documents; (e) You will maintain it has the confidentiality of investor information in a manner consistent with the privacy policy adopted by the Company pursuant power to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Actenter into, as amended.perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement; (f) You agree that each Sub-Agency Agreement with a Sub-Agent will contain provisions requiring that the Sub-Agentall authorisations and other formalities required: (1i) keep records to enable it lawfully to execute, enter into and perform its obligations under this Agreement; and (ii) to make this Agreement admissible in evidence in England (save for any fees or duties payable, or formalities required to be completed, at the time of enforcement), have been obtained or effected and are in full force and effect; (g) it is not required under the laws of Jersey to make them available any deduction for or on account of any Taxes from any payment it may make or be required to youmake under this Agreement, nor is it necessary that any stamp, registration or similar tax be paid on or in relation to this Agreement; (i) it is subject to civil and commercial law with respect to its obligations under this Agreement; and (ii) the execution, delivery and performance of the Offering Documents distributed to all persons; (2) have reasonable procedures regarding the control and distribution of the Offering Documents; (3) not create or use offering materials for distribution to or use by prospective purchasers of Units, other than the Offering Documents furnished this Agreement by the Company Distributor constitute private and such other materials as you have supplied commercial acts rather than governmental or authorized public acts; (i) it will be able to sell the Allotted Airtime Vouchers in each Distribution Period for use; and at least the Minimum Sale Price (4) adopt and adhere to reasonable procedures designed to ensure that the offering in respect of the Units is made only in accordance with the provisions of Section 3 relating to the offering of Units and clauses (a) through (d) of this Section 8, in the case of the Sub-Agent as if the Sub-Agent were the Distributoreach Airtime Voucher).