Common use of Trust Representations and Warranties Clause in Contracts

Trust Representations and Warranties. If the Grantor is trustee of the Trust, the Grantor warrants as follows: (a) (power and authority) it has full and valid power and authority under the deed establishing the Trust, and all necessary resolutions, consents, approvals and procedures have been obtained or duly satisfied, to enter into this document and to carry out the transactions contemplated by this document; (b) (no revocation) all of the powers and discretions conferred by the deed establishing the Trust are capable of being validly exercised by the Grantor as trustee and have not been varied or revoked and the Trust is a valid and subsisting trust; (c) (proper administration and benefit) this document and the transactions contemplated by it are being executed and entered into as part of the due and proper administration of the Trust and for the benefit of all the beneficiaries of the Trust; (d) (no termination) no action has been taken or proposed to terminate the Trust and no beneficiary is presently entitled to any of the Trust Assets (other than income); (e) (sole trustee and power) it is the sole trustee of the Trust, it has been validly appointed as trustee of the Trust, no action has been taken to remove it as trustee and it has full and unfettered power under the terms of the deed establishing the Trust to charge the Trust's assets; (f) (no resettlement) no property of the Trust has been re-settled or set aside or transferred to any other trust; (g) (compliance with law) the constituent documents of the Trust comply with all applicable laws; (h) (no conflict) this document does not conflict with the operation or terms of the Trust; (i) (right of indemnity) it has the right to be indemnified out of, and a lien over, the Trust Assets for all liabilities incurred by it under or in connection with a BOQ Specialist Arrangement and there is no restriction or limitation on the Grantor's right of indemnity out of or lien over the Trust Assets, no such restriction or limitation will be created or permitted to exist, it has no liability which may be set off against that right of indemnity and that right of indemnity will have priority over the right of the beneficiaries to the Trust's assets; and (j) (recourse of BOQ Specialist) BOQ Specialist has the benefit of its rights of indemnity against, and lien over, the Trust Assets, and has recourse to the Trust Assets to satisfy its liabilities under or in connection with any BOQ Specialist Arrangement.

Trust Representations and Warranties. If the Grantor is trustee of the Trust, the Grantor ACN 078 210 938 Pty Ltd represents and warrants as followsto each other party that: (a) (power and authority) it has full and valid power and authority under is the deed establishing only trustee of the Trust, and all necessary resolutions, consents, approvals and procedures have been obtained or duly satisfied, to enter into this document and to carry out the transactions contemplated by this document; (b) (no revocation) all of it has the powers and discretions conferred by the deed establishing power under the Trust are capable of being validly exercised by the Grantor as trustee Deed to: (i) execute and have not been varied or revoked and the Trust is a valid and subsisting trustdeliver this Agreement; and (ii) perform its obligations under this Agreement; (c) all action required by the Trust Deed to authorise: (proper administration i) it's execution and benefitdelivery of this Agreement to which it is a party; and (ii) the performance of its obligations under this document Agreement, has been taken; (d) the execution by it of this Agreement to which it is a party and the transactions contemplated performance by it are being executed and of its obligations or the exercise of its rights under this Agreement does not contravene the Trust Deed; (e) no action is currently taking place or pending to remove it as trustee of the Trust or appoint a new or additional trustee of the Trust; (f) it has entered into this Agreement in its capacity as part of the due and proper administration trustee of the Trust and for the benefit of all the beneficiaries Beneficiary; (g) it has a right to be fully indemnified out of the Trust Fund in respect of the obligations incurred by it under the Transactional Agreements and it has not released, disposed of or restricted its equitable lien over the Trust Fund which secures that indemnity; (h) it is not and has never been in breach of the Trust Deed; (i) it and its directors, officers, employees and agents have complied with their obligations in connection with the Trust; (dj) (no termination) the Trust has not been terminated and no action has been taken or proposed is pending to terminate the Trust and no beneficiary Trust; (k) the Beneficiary is not presently entitled to any of the Trust Assets (other than income); (e) (sole trustee and power) it is the sole trustee assets of the Trust, it has been validly appointed as trustee of the Trust, no action has been taken to remove it as trustee and it has full and unfettered power under the terms of the deed establishing the Trust to charge the Trust's assets; (f) (no resettlement) no property of the Trust has been re-settled or set aside or transferred to any other trust; (g) (compliance with law) the constituent documents of the Trust comply with all applicable laws; (h) (no conflict) . In this document does not conflict with the operation or terms of the Trust; (i) (right of indemnity) it has the right to be indemnified out of, and a lien over, the Trust Assets for all liabilities incurred by it under or in connection with a BOQ Specialist Arrangement and there is no restriction or limitation on the Grantor's right of indemnity out of or lien over the Trust Assets, no such restriction or limitation will be created or permitted to exist, it has no liability which may be set off against that right of indemnity and that right of indemnity will have priority over the right of the beneficiaries to the Trust's assets; and (j) (recourse of BOQ Specialist) BOQ Specialist has the benefit of its rights of indemnity against, and lien over, the Trust Assets, and has recourse to the Trust Assets to satisfy its liabilities under or in connection with any BOQ Specialist Arrangement.Section 10.17:

Trust Representations and Warranties. If the Grantor is trustee of the Trust, the Grantor Cubic Pty Ltd represents and warrants as followsto each other party that: (a) (power and authority) it has full and valid power and authority under is the deed establishing only trustee of the Trust, and all necessary resolutions, consents, approvals and procedures have been obtained or duly satisfied, to enter into this document and to carry out the transactions contemplated by this document; (b) (no revocation) all of it has the powers and discretions conferred by the deed establishing power under the Trust are capable of being validly exercised by the Grantor as trustee Deed to: (i) execute and have not been varied or revoked and the Trust is a valid and subsisting trustdeliver this Agreement; and (ii) perform its obligations under this Agreement; (c) all action required by the Trust Deed to authorise: (proper administration i) it's execution and benefitdelivery of this Agreement to which it is a party; and (ii) the performance of its obligations under this document Agreement,: has been taken; (d) the execution by it of this Agreement to which it is a party and the transactions contemplated performance by it are being executed and of its obligations or the exercise of its rights under this Agreement does not contravene the Trust Deed; (e) no action is currently taking place or pending to remove it as trustee of the Trust or appoint a new or additional trustee of the Trust; (f) it has entered into this Agreement in its capacity as part of the due and proper administration trustee of the Trust and for the benefit of all the beneficiaries Beneficiary; (g) it has a right to be fully indemnified out of the Trust Fund in respect of the obligations incurred by it under the Transactional Agreements and it has not released, disposed of or restricted its equitable lien over the Trust Fund which secures that indemnity; (h) it is not and has never been in breach of the Trust Deed; (i) it and its directors, officers, employees and agents have complied with their obligations in connection with the Trust; (dj) (no termination) the Trust has not been terminated and no action has been taken or proposed is pending to terminate the Trust and no beneficiary Trust; (k) the Beneficiary is not presently entitled to any of the Trust Assets (other than income); (e) (sole trustee and power) it is the sole trustee of the Trust, it has been validly appointed as trustee of the Trust, no action has been taken to remove it as trustee and it has full and unfettered power under the terms of the deed establishing the Trust to charge the Trust's assets; (f) (no resettlement) no property assets of the Trust has been re-settled or set aside or transferred to any other trust; (g) (compliance with law) the constituent documents of the Trust comply with all applicable laws; (h) (no conflict) this document does not conflict with the operation or terms of the Trust; (i) (right of indemnity) it has the right to be indemnified out of, and a lien over, the Trust Assets for all liabilities incurred by it under or in connection with a BOQ Specialist Arrangement and there is no restriction or limitation on the Grantor's right of indemnity out of or lien over the Trust Assets, no such restriction or limitation will be created or permitted to exist, it has no liability which may be set off against that right of indemnity and that right of indemnity will have priority over the right of the beneficiaries to the Trust's assets; and (j) (recourse of BOQ Specialist) BOQ Specialist has the benefit of its rights of indemnity against, and lien over, the Trust Assets, and has recourse to the Trust Assets to satisfy its liabilities under or in connection with any BOQ Specialist Arrangement.

Trust Representations and Warranties. If The Trustee represents and warrants to the Grantor is trustee of the Trust, the Grantor warrants as followsState that: (a) (power and authority) it has full and valid power and authority under the deed establishing the Trust, and all necessary resolutions, consents, approvals and procedures have been obtained or duly satisfied, to enter into this document and to carry out the transactions contemplated by this document; (b) (no revocation) all of the powers and discretions conferred by the deed establishing the Trust are capable of being validly exercised by the Grantor properly appointed as trustee and have not been varied or revoked and the Trust is a valid and subsisting trust; (c) (proper administration and benefit) this document and the transactions contemplated by it are being executed and entered into as part of the due and proper administration of the Trust and for is the benefit of all the beneficiaries only trustee of the Trust; (d) (no terminationb) no action meeting has been taken called, no resolution has been passed, no direction or proposed to terminate the Trust notice been given and no beneficiary is presently entitled to any of the Trust Assets (other than income); (e) (sole trustee and power) it is the sole trustee of the Trust, it has been validly appointed as trustee of the Trust, no action has been taken to remove it as trustee of the Trust; (c) the Trust is duly and properly constituted as a trust in accordance with all applicable laws and the Trust Deed complies with all applicable laws; (d) it has full power and unfettered power authority in its own right and as trustee of the Trust to enter into and perform its obligations under the Transaction Documents; (e) the performance by it of the Transaction Documents does not and will not violate any law, regulation, authorisation, ruling, consent, judgment, order or decree of any government agency, its constitution or other constituent documents, any document which is binding upon it, any of its assets, or on any part of the assets of the Trust, or the Trust Deed; (f) the execution, delivery and performance of the Transaction Documents and the transactions contemplated by them do not breach the Trust Deed; (g) it has a right to be fully indemnified out of the assets of the Trust in respect of the obligations incurred by it under the Transaction Documents; (h) its right of indemnity and any equitable lien or other encumbrance which it has against or over the assets of the Trust have not been modified, waived, released, lost, diminished or rendered unenforceable, void or voidable, by any agreement, act or omission; (i) it has complied with all of its duties as trustee of the Trust; (j) it is not in default under the Trust Deed; (k) it has complied with the terms of the Trust Deed and all trustee duties and powers arising under the terms of the deed establishing the Trust to charge the Trust's assetsDeed and under law; (fl) no resolution has been passed or direction given for the winding up or termination of the Trust or distribution of the assets of the Trust; (no resettlementm) it is the sole legal owner of all of the right, title and interest in the Accounts; (n) no property of the Trust has been re-settled or set aside or transferred to any other trust; person (gas trustee or otherwise) (compliance or mixed with law) the constituent documents of the Trust comply with all applicable laws; (h) (no conflict) this document does not conflict with the operation or terms of the Trust; (i) (right of indemnity) it has the right to be indemnified out of, and a lien over, the Trust Assets for all liabilities incurred by it under or in connection with a BOQ Specialist Arrangement and there is no restriction or limitation on the Grantor's right of indemnity out of or lien over the Trust Assets, no such restriction or limitation will be created or permitted to exist, it has no liability which may be set off against that right of indemnity and that right of indemnity will have priority over the right of the beneficiaries to the Trust's assetsany other property; and (jo) (recourse it is entering into the Transaction Documents for the proper purpose of BOQ Specialist) BOQ Specialist has the benefit of its rights of indemnity against, and lien over, the Trust Assets, and has recourse to the Trust Assets to satisfy its liabilities under or in connection with any BOQ Specialist ArrangementTrust.

Trust Representations and Warranties. If the Grantor is trustee of the Trust, the Grantor warrants as follows: (a) The Trust represents and warrants that: (power and authorityi) it the Trust has full and valid the legal right, power and authority under the deed establishing the Trustto execute, deliver and all necessary resolutions, consents, approvals and procedures have been obtained or duly satisfied, to enter into perform this document Agreement on behalf of each Customer and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by the Trust will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order of any court or other government agency, or judgment, applicable to the Trust or a Customer; (iii) the Trust has obtained all necessary authorizations, including those from any persons who may have an interest in the Loaned Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this document;Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Trust is a party or which is otherwise known to the Trust, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Trust and carrying out the transactions contemplated hereby on behalf of the Trust are duly authorized to do so. (b) (no revocation) all The Trust represents and warrants that each Customer is an “investment company” as that term is defined in the 1940 Act and that it will indicate each “affiliate”, as that term is defined in the 1940 Act, of a Customer by instructing the powers and discretions conferred Bank not to lend the Customer’s Securities to such Borrower by completion of Exhibit B hereto, such Exhibit B to be updated from time to time upon written notice to the deed establishing Bank from the Trust are capable of being validly exercised by the Grantor as trustee and have not been varied or revoked and the Trust is a valid and subsisting trust;Trust. (c) (proper administration and benefit) this document and The Trust is aware that it is possible to loan portfolio securities without incurring the transactions contemplated loan fees payable pursuant hereto by it are being executed and entered into as part of administering such a program itself, rather than hiring the due and proper administration of the Trust and for the benefit of all the beneficiaries of the Trust;Bank. (d) (no termination) no action has been taken The Trust represents and warrants that each Person who owns, controls or proposed possesses securities which may be lent pursuant to terminate this agreement is identified in the Customer Information Sheet attached hereto and made a part hereof as though fully set forth herein, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Trust (the “Customer Information Sheet”) and no beneficiary that the tax identification number of such Person is presently entitled to any of the Trust Assets (other than income);set forth opposite such Person’s name on such Customer Information Sheet. (e) The Trust represents and warrants (sole trustee i) that the information contained in the attached Customer Information Sheet is complete and power) it is the sole trustee accurate in all respects as of the Trust, it has been validly appointed as trustee date hereof and the Trust acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the Trust, no action has been taken to remove it as trustee information contained in the Customer Information Sheet in complying with its obligations under applicable laws and it has full regulations and unfettered power under the terms of the deed establishing (ii) that the Trust to charge has reviewed and understands the Trust's assets;Offering Memorandum and the Prospectus. (f) (no resettlement) no property of the The Trust has been re-settled or set aside or transferred to any other trust; (g) (compliance with law) the constituent documents of the Trust comply with represents and warrants that all applicable laws; (h) (no conflict) this document does not conflict with the operation or terms of the Trust; (i) (right of indemnity) it has the right to be indemnified out of, recitals contained herein are true and a lien over, the Trust Assets for correct in all liabilities incurred by it under or in connection with a BOQ Specialist Arrangement and there is no restriction or limitation on the Grantor's right of indemnity out of or lien over the Trust Assets, no such restriction or limitation will be created or permitted to exist, it has no liability which may be set off against that right of indemnity and that right of indemnity will have priority over the right of the beneficiaries to the Trust's assets; and (j) (recourse of BOQ Specialist) BOQ Specialist has the benefit of its rights of indemnity against, and lien over, the Trust Assets, and has recourse to the Trust Assets to satisfy its liabilities under or in connection with any BOQ Specialist Arrangementrespects.