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

Additional Representations and Warranties of the Distributor. The Distributor represents and warrants, on and as of each Closing Date, the Initial Purchase Funding Date and the Purchase Date, in its capacities as Distributor and Program Servicer Agent, as follows: (a) The Distributor has the requisite corporate power and authority and legal right to sell Portfolio Assets relating to each Fund, and the Program Collections and the Ancillary Rights with respect thereto, to the Purchaser in accordance with the terms of this Agreement and the Purchase Agreement, and the Distributor has duly authorized each such sale to the Purchaser by all necessary action; (b) the transfer of Purchased Portfolio Assets to the Purchaser under the Purchase Agreement on such date constitutes a valid and complete True Sale to the Purchaser of all right, title and interest in and to such Purchased Portfolio Assets free and clear of any Adverse Claim; such transfer has not been made with an intent to hinder, delay or defraud any present or future creditor; the Purchase Price for such Portfolio Assets is fair consideration and of reasonably equivalent value to the Purchased Portfolio Assets so transferred; and immediately after the purchase pursuant to the Purchase Agreement the Distributor will remain solvent and will have adequate capital for the conduct of its business; (c) immediately after the purchase of Purchased Portfolio Assets by the Purchaser under the Purchase Agreement on such date, (i) no Person (other than the Purchaser and other Persons claiming through the Purchaser) claiming through the Distributor has any right, title or interest in such Portfolio Assets or the Ancillary Rights or Program Collections with respect thereto; (ii) the Purchaser owns such Portfolio Assets and the Ancillary Rights and Program Collections with respect thereto free and clear of all Adverse Claims or other such restrictions on transfer created by or arising out of the acts or omissions of the Distributor; and (iii) such Purchased Portfolio Assets and the Ancillary Rights and the right to Program Collections with respect thereto have not been sold, transferred or assigned by the Distributor to any other Person; (d) neither the Distributor (as Distributor or Program Servicer Agent) nor any Company nor Transfer Agent is prevented by any Authority or by any Applicable Law from paying the Program Collections and Related Collections directly to the Program Collection Account in accordance with the applicable Irrevocable Payment Instruction; (e) the Distributor is a registered broker-dealer under the Exchange Act, and is a member of the NASD; (f) the Distributor has clearly and unambiguously marked its books, records and electronic, computer files and master data processing records relating to the Portfolio Assets to indicate the interests of the Purchaser in the Purchased Portfolio Assets; (g) giving effect to the transactions contemplated by this Agreement and the Purchase Agreement on such date, the sum of the Distributor's assets exceeds and will, immediately following suchtransactions, exceed the Distributor's total liabilities (including subordinated, unliquidated, disputed and contingent liabilities). The Distributor's assets do not and, immediately following the transactions contemplated hereby will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Distributor does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Distributor); (h) the Distributor has not used any trade names or assumed names other than Pioneer Funds Distributor, Inc.; (i) this Agreement and the Purchase Agreement and the actions of the Distributor required to be taken pursuant to the terms hereof and thereof are and at all times shall be effective to transfer to the Purchaser all of the Distributor's right, title and interest in, to and under the Purchased Portfolio Assets free and clear of any Adverse Claim; (j) the Purchased Portfolio Assets relating to each Fund constitute Eligible Portfolio Assets; and (k) the principal place of business and chief executive office of the Distributor and the place where any and all records concerning the Purchased Portfolio Assets are kept, is at its address specified in Section 8.03 (except as otherwise permitted by Section 5.01(n)).

Additional Representations and Warranties of the Distributor. The Distributor represents and warrants, warrants to each of the Purchaser and the Program Agent on and as of the date hereof and on and as of each Closing Date, the Initial Purchase Funding Date and the Purchase Date, in its capacities as Distributor and Program Servicer Agent, as follows: (a) The Distributor has the requisite corporate power and authority and legal right to sell Portfolio Assets relating to each Fund, and the Program Collections and the Ancillary Rights with respect thereto, transfer of Receivables to the Purchaser in accordance with the terms of this Agreement and the Purchase Agreement, and the Distributor has duly authorized each such sale to the Purchaser by all necessary action; (b) the transfer of Purchased Portfolio Assets to the Purchaser Seller under the Purchase Transfer Agreement on such date constitutes a valid and complete True Sale to the Purchaser Seller of all right, title and interest of the Distributor in and to such Purchased Portfolio Assets Receivables and the Collections in respect thereto, free and clear of any all Adverse ClaimClaims; such transfer has not been made with an intent to hinder, delay or defraud any present or future creditor; the Purchase Price purchase price for such Portfolio Assets Receivables is fair consideration and of reasonably equivalent value to the Purchased Portfolio Assets so transferredReceivables; and immediately after the each purchase pursuant to the Purchase Transfer Agreement the Distributor will remain solvent and will have adequate capital for the conduct of its business; (cb) immediately after the prior to each purchase of Purchased Portfolio Assets Receivables by the Purchaser Seller under the Purchase Agreement on such dateTransfer Agreement, (i) no Person (other than the Purchaser and other Persons claiming through the Purchaser) party claiming through the Distributor has any right, title or interest in such Portfolio Assets Receivables or the Ancillary Rights or Program Collections with in respect thereto; , including any payments or Proceeds in respect thereto, (ii) the Purchaser Distributor owns such Portfolio Assets Receivables and the Ancillary Rights and Program Collections with in respect thereto free and clear of all Adverse Claims or other such restrictions on transfer created by or arising out of the acts or omissions of the Distributor; transfer, and (iii) such Purchased Portfolio Assets and the Ancillary Rights Receivables and the right to Program Collections with in respect thereto have not been sold, transferred or assigned by the Distributor to any other Person; (c) all action necessary or advisable to protect, preserve and perfect the Seller's first priority ownership interest in the Purchased Receivables and the Collections in respect thereto, free and clear of all Adverse Claims has been duly and effectively taken and no security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of such Receivables is required to be on file or on record in any jurisdiction, except as have been filed or recorded; (d) neither the Distributor (as Distributor or Program Servicer Agent) nor any Company nor Transfer Agent is prevented by any Authority or by any Applicable Law from paying Distributor's principal place of business and principal executive office and the Program Collections and Related Collections directly place where its records, if any, concerning the Purchased Receivables are kept are at its address specified in Section 5.02(b); however, certain records with regard to the Program Collection Account in accordance with the applicable Irrevocable Payment InstructionAIM GT Funds will be maintained from time to time at 50 Cxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000; (e) the Distributor is a registered broker-dealer under the Exchange Act, and is a member of the NASD; (f) the Distributor has clearly and unambiguously marked its books, records and electronic, computer files and master data processing records relating to the Portfolio Assets to indicate the interests of the Purchaser in the Purchased Portfolio Assets; (g) giving effect to the transactions contemplated by this Agreement and the Purchase Agreement on such date, the sum of the Distributor's assets exceeds and will, immediately following suchtransactions, exceed the Distributor's total liabilities (including subordinated, unliquidated, disputed and contingent liabilities). The Distributor's assets do not and, immediately following the transactions contemplated hereby will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Distributor does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Distributor); (h) the Distributor has not used any trade names or assumed names other than Pioneer Funds Distributor, Inc.; (i) this Agreement and the Purchase Transfer Agreement and the actions of the Distributor required to be taken pursuant to the terms hereof and thereof are and at all times shall be effective to transfer to the Purchaser Seller all of the Distributor's right, title and interest in, to and under in the Purchased Portfolio Assets Receivables free and clear of any all Adverse ClaimClaims; (jf) the Purchased Portfolio Assets relating Distributor is not in default in any of its obligations under this Agreement or any other Program Document to each Fund constitute Eligible Portfolio Assetswhich the Distributor is a party which default gives rise to a reasonable possibility of an Adverse Effect; and (kg) the principal place of business a true and chief executive office complete copy of the Distributor Transfer Agreement has been delivered to the Program Agent and the place where has not been amended in any and all records concerning the Purchased Portfolio Assets are kept, is at its address specified in Section 8.03 (except as otherwise permitted by Section 5.01(n))manner which gives rise to a reasonable possibility of an Adverse Effect.

Additional Representations and Warranties of the Distributor. The Distributor represents and warrants, warrants to each of the Purchaser and the Program Agent on and as of the date hereof and on and as of each Closing Date, the Initial Purchase Funding Date and the Purchase Date, in its capacities as Distributor and Program Servicer Agent, as follows: (a) The Distributor has the requisite corporate power and authority and legal right to sell Portfolio Assets relating to each Fund, and the Program Collections and the Ancillary Rights with respect thereto, transfer of Receivables to the Purchaser in accordance with the terms of this Agreement and the Purchase Agreement, and the Distributor has duly authorized each such sale to the Purchaser by all necessary action; (b) the transfer of Purchased Portfolio Assets to the Purchaser Seller under the Purchase Transfer Agreement on such date constitutes a valid and complete True Sale to the Purchaser Seller of all right, title and interest of the Distributor in and to such Purchased Portfolio Assets Receivables and the Collections in respect thereto, free and clear of any all Adverse ClaimClaims; such transfer has not been made with an intent to hinder, delay or defraud any present or future creditor; the Purchase Price purchase price for such Portfolio Assets Receivables is fair consideration and of reasonably equivalent value to the Purchased Portfolio Assets so transferredReceivables; and immediately after the each purchase pursuant to the Purchase Transfer Agreement the Distributor will remain solvent and will have adequate capital for the conduct of its business; (cb) immediately after the prior to each purchase of Purchased Portfolio Assets Receivables by the Purchaser Seller under the Purchase Agreement on such dateTransfer Agreement, (i) no Person (other than the Purchaser and other Persons claiming through the Purchaser) party claiming through the Distributor has any right, title or interest in such Portfolio Assets Receivables or the Ancillary Rights or Program Collections with in respect thereto; , including any payments or Proceeds in respect thereto, (ii) the Purchaser Distributor owns such Portfolio Assets Receivables and the Ancillary Rights and Program Collections with in respect thereto free and clear of all Adverse Claims or other such restrictions on transfer created by or arising out of the acts or omissions of the Distributor; transfer, and (iii) such Purchased Portfolio Assets and the Ancillary Rights Receivables and the right to Program Collections with in respect thereto have not been sold, transferred or assigned by the Distributor to any other Person; (c) all action necessary or advisable to protect, preserve and perfect the Seller’s first priority ownership interest in the Purchased Receivables and the Collections in respect thereto, free and clear of all Adverse Claims has been duly and effectively taken and no security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of such Receivables is required to be on file or on record in any jurisdiction, except as have been filed or recorded; (d) neither the Distributor (Distributor’s jurisdiction of incorporation is the State of Delaware and the Distributor’s principal place of business and principal executive office is 10 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, or such other address as Distributor or Program Servicer Agent) nor any Company nor Transfer Agent is prevented by any Authority or by any Applicable Law from paying the Program Collections and Related Collections directly Seller shall designate upon prior written notice to the Program Collection Account in accordance with Agent, and the applicable Irrevocable Payment Instructionplaces where its records, if any, concerning the Purchased Receivables are kept are at the addresses specified on Schedule VII hereto or such other location as the Distributor shall designate upon prior written notice to the Program Agent; (e) the Distributor is a registered broker-dealer under the Exchange Act, and is a member of the NASD; (f) the Distributor has clearly and unambiguously marked its books, records and electronic, computer files and master data processing records relating to the Portfolio Assets to indicate the interests of the Purchaser in the Purchased Portfolio Assets; (g) giving effect to the transactions contemplated by this Agreement and the Purchase Agreement on such date, the sum of the Distributor's assets exceeds and will, immediately following suchtransactions, exceed the Distributor's total liabilities (including subordinated, unliquidated, disputed and contingent liabilities). The Distributor's assets do not and, immediately following the transactions contemplated hereby will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Distributor does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Distributor); (h) the Distributor has not used any trade names or assumed names other than Pioneer Funds Distributor, Inc.; (i) this Agreement and the Purchase Transfer Agreement and the actions of the Distributor required to be taken pursuant to the terms hereof and thereof are and at all times shall be effective to transfer to the Purchaser Seller all of the Distributor's ’s right, title and interest in, to and under in the Purchased Portfolio Assets Receivables free and clear of any all Adverse Claim; (j) the Purchased Portfolio Assets relating to each Fund constitute Eligible Portfolio AssetsClaims; and (kf) the principal place of business a true and chief executive office complete copy of the Distributor Transfer Agreement has been delivered to the Program Agent and the place where has not been amended in any and all records concerning the Purchased Portfolio Assets are kept, is at its address specified in Section 8.03 (except as otherwise permitted by Section 5.01(n))manner which gives rise to a reasonable possibility of an Adverse Effect.

Additional Representations and Warranties of the Distributor. The Distributor represents and warrants, on and as of the date hereof and on and as of each Closing Date, the Initial Purchase Funding Date and the Purchase Date, in its capacities as Distributor Distributor, Principal Shareholder Servicer and Program Servicer AgentServicer, as follows: (a) The Distributor it has the requisite corporate power and authority and legal right to sell Portfolio Assets Receivables relating to each Fund, and the Program Collections and the Ancillary Rights with respect thereto, to the Purchaser Transferor in accordance with the terms of this the Distributor's Transfer Agreement and the Purchase Agreement, and the Distributor it has duly authorized each such sale to the Purchaser Transferor by all necessary action; (b) the each transfer of Purchased Portfolio Assets Receivables and the Ancillary Rights with respect thereto to the Purchaser Transferor under the Purchase Distributor's Transfer Agreement on such date constitutes a valid and complete True Sale to the Purchaser Transferor of all right, title and interest in and to such Purchased Portfolio Assets Receivables and the Ancillary Rights with respect thereto free and clear of any Adverse Claim; such transfer has not been made with an intent to hinder, delay or defraud any present or future creditor; the Purchase Price purchase price paid for such Portfolio Assets Receivables is fair consideration and of reasonably equivalent value to the Purchased Portfolio Assets Receivables and the Ancillary Rights with respect thereto so transferred; and immediately after the purchase pursuant to the Purchase Transfer Agreement the Distributor will remain solvent and will have adequate capital for the conduct of its business; (c) immediately after each transfer of Receivables and the Ancillary Rights with respect thereto by the Distributor to the Transferor under the Distributor's Transfer Agreement and by the Transferor to the Seller under the Transferor's Transfer Agreement, and immediately prior to each purchase of Purchased Portfolio Assets Receivables and the Ancillary Rights with respect thereto by the Purchaser under the Purchase Agreement on such datethis Agreement, (i) no Person (other than the Purchaser and other Persons claiming through the Purchaser) party claiming through the Distributor has any right, title or interest in such Portfolio Assets Receivables or the Ancillary Rights or Program Collections with in respect thereto; , including any payments or proceeds in respect thereto, and (ii) the Purchaser Seller owns such Portfolio Assets Receivables and the Ancillary Rights and Program Collections with in respect thereto free and clear of all Adverse Claims or other such restrictions on transfer created by or arising out of the acts or omissions of the Distributor; and (iii) such Purchased Portfolio Assets and the Ancillary Rights and the right to Program Collections with respect thereto have not been sold, transferred or assigned by the Distributor to any other Person; (d) neither the Distributor (as Distributor Distributor, Principal Shareholder Servicer or Program Servicer Agent) nor any Company nor or Transfer Agent is prevented by any Authority or by any Applicable Law from paying the Program Collections and or Related Collections directly to the Program Collection Account strictly in accordance with the applicable Irrevocable Payment Instruction; (e) the Distributor is a registered broker-dealer under the Exchange Act, and is a member of the NASD; (f) the Distributor has clearly and unambiguously marked its books, records and electronic, computer files and master data processing records relating to the Portfolio Assets Receivables to indicate the interests of the Transferor, the Seller and the Purchaser in the Purchased Portfolio AssetsReceivables; (gi) giving effect to the transactions contemplated by this Agreement and the Purchase Agreement on such date, the sum of the Distributor's assets exceeds and will, immediately following suchtransactionsthe transactions contemplated hereby, exceed the Distributor's total liabilities (including subordinated, unliquidated, disputed and contingent liabilities). The ; (ii) the Distributor's assets do not and, immediately following the transactions contemplated hereby will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The ; and (iii) the Distributor does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Distributor);; and (h) the Distributor has not used and will not use any trade names or assumed names other than Pioneer Funds Distributor, Inc.; (i) this Agreement and the Purchase Agreement and the actions of the Distributor required to be taken pursuant to the terms hereof and thereof are and at all times shall be effective to transfer to the Purchaser all of the Distributor's right, title and interest in, to and under the Purchased Portfolio Assets free and clear of any Adverse Claim; (j) the Purchased Portfolio Assets relating to each Fund constitute Eligible Portfolio Assets; and (k) the principal place of business and chief executive office of the Distributor and the place where any and all records concerning the Purchased Portfolio Assets are kept, is at its address specified in Section 8.03 (except as otherwise permitted by Section 5.01(n))."Federated Securities Corp."

Additional Representations and Warranties of the Distributor. The Distributor represents and warrants, on and as of the date hereof and on and as of each Closing Date, the Initial Purchase Funding Date and the Purchase Date, in its capacities as Distributor Distributor, Principal Shareholder Servicer and Program Servicer AgentServicer, as follows: (a) The Distributor it has the requisite corporate power and authority and legal right to sell Portfolio Assets Receivables relating to each Fund, and the Program Collections and the Ancillary Rights with respect thereto, to the Purchaser Transferor in accordance with the terms of this the Distributor’s Transfer Agreement and the Purchase Agreement, and the Distributor it has duly authorized each such sale to the Purchaser Transferor by all necessary action; (b) the each transfer of Purchased Portfolio Assets Receivables and the Ancillary Rights with respect thereto to the Purchaser Transferor under the Purchase Distributor’s Transfer Agreement on such date constitutes a valid and complete True Sale to the Purchaser Transferor of all right, title and interest in and to such Purchased Portfolio Assets Receivables and the Ancillary Rights with respect thereto free and clear of any Adverse Claim; such transfer has not been made with an intent to hinder, delay or defraud any present or future creditor; the Purchase Price purchase price paid for such Portfolio Assets Receivables is fair consideration and of reasonably equivalent value to the Purchased Portfolio Assets Receivables and the Ancillary Rights with respect thereto so transferred; and immediately after the purchase pursuant to the Purchase Transfer Agreement the Distributor will remain solvent and will have adequate capital for the conduct of its business; (c) immediately after each transfer of Receivables and the Ancillary Rights with respect thereto by the Distributor to the Transferor under the Distributor’s Transfer Agreement and by the Transferor to the Seller under the Transferor’s Transfer Agreement, and immediately prior to each purchase of Purchased Portfolio Assets Receivables and the Ancillary Rights with respect thereto by the Purchaser under the Purchase Agreement on such datethis Agreement, (i) no Person (other than the Purchaser and other Persons claiming through the Purchaser) party claiming through the Distributor has any right, title or interest in such Portfolio Assets Receivables or the Ancillary Rights or Program Collections with in respect thereto; , including any payments or proceeds in respect thereto, and (ii) the Purchaser Seller owns such Portfolio Assets Receivables and the Ancillary Rights and Program Collections with in respect thereto free and clear of all Adverse Claims or other such restrictions on transfer created by or arising out of the acts or omissions of the Distributor; and (iii) such Purchased Portfolio Assets and the Ancillary Rights and the right to Program Collections with respect thereto have not been sold, transferred or assigned by the Distributor to any other Person; (d) neither the Distributor (as Distributor Distributor, Principal Shareholder Servicer or Program Servicer Agent) nor any Company nor or Transfer Agent is prevented by any Authority or by any Applicable Law from paying the Program Collections and or Related Collections directly to the Program Collection Account strictly in accordance with the applicable Irrevocable Payment Instruction; (e) the Distributor is a registered broker-dealer under the Exchange Act, and is a member of the NASD; (f) the Distributor has clearly and unambiguously marked its books, records and electronic, computer files and master data processing records relating to the Portfolio Assets Receivables to indicate the interests of the Transferor, the Seller and the Purchaser in the Purchased Portfolio AssetsReceivables; (g) giving effect to the transactions contemplated by this Agreement and the Purchase Agreement on such date, (i) the sum of the Distributor's ’s assets exceeds and will, immediately following suchtransactionsthe transactions contemplated hereby, exceed the Distributor's ’s total liabilities (including subordinated, unliquidated, disputed and contingent liabilities). The ; (ii) the Distributor's ’s assets do not and, immediately following the transactions contemplated hereby will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The ; and (iii) the Distributor does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Distributor);; and (h) the Distributor has not used and will not use any trade names or assumed names other than Pioneer Funds Distributor, Inc.; (i) this Agreement and the Purchase Agreement and the actions of the Distributor required to be taken pursuant to the terms hereof and thereof are and at all times shall be effective to transfer to the Purchaser all of the Distributor's right, title and interest in, to and under the Purchased Portfolio Assets free and clear of any Adverse Claim; (j) the Purchased Portfolio Assets relating to each Fund constitute Eligible Portfolio Assets; and (k) the principal place of business and chief executive office of the Distributor and the place where any and all records concerning the Purchased Portfolio Assets are kept, is at its address specified in Section 8.03 (except as otherwise permitted by Section 5.01(n)).“Federated Securities Corp.”

Additional Representations and Warranties of the Distributor. The Distributor represents and warrants, on and as of each the Closing Date, the Initial Purchase Funding Date and the Purchase Date, in its capacities as Distributor and Program Servicer Agent, as follows: (a) The Distributor has the requisite corporate power and authority and legal right to sell Portfolio Assets relating to each Fund, and the Program Collections and the Ancillary Rights with respect thereto, to the Purchaser in accordance with the terms of this Agreement and the Purchase Agreement, Agreement and the Distributor has duly authorized each such sale to the Purchaser by all necessary action; (b) the transfer of Purchased Portfolio Assets to the Purchaser under the Purchase Agreement on such date constitutes a valid and complete True Sale to the Purchaser of all right, title and interest in and to such Purchased Portfolio Assets free and clear of any Adverse Claim; such transfer has not been made with an intent to hinder, delay or defraud any present or future creditor; the Purchase Price for such Portfolio Assets is fair consideration and of reasonably equivalent value to the Purchased Portfolio Assets so transferred; and immediately after the purchase pursuant to the Purchase Agreement the Distributor will remain solvent and will have adequate capital for the conduct of its business; (c) immediately after the purchase of Purchased Portfolio Assets by the Purchaser under the Purchase Agreement on such date, (i) no Person (other than the Purchaser and other Persons claiming through the Purchaser) claiming through the Distributor has any right, title or interest in such Portfolio Assets or the Ancillary Rights or Program Collections with respect thereto; , (ii) the Purchaser owns such Portfolio Assets and the Ancillary Rights and Program Collections with respect thereto free and clear of all Adverse Claims or other such restrictions on transfer created by or arising out of the acts or omissions of the Distributor; and (iii) such Purchased Portfolio Assets and the Ancillary Rights and the right to Program Collections with respect thereto have not been sold, transferred or assigned by the Distributor to any other Person; (d) neither the Distributor (as Distributor or Program Servicer Agent) nor any Company nor any Transfer Agent which is a Sponsor Entity is prevented by any Authority or by any Applicable Law from paying the Program Collections and Related Collections directly to the Program Collection Account in accordance with the applicable Irrevocable Payment Instruction; (e) the Distributor is a registered broker-dealer under the Exchange Act, and is a member of the NASD; (f) the Distributor has clearly and unambiguously marked marked, or caused to be marked, its books, records and electronic, computer files and master data processing records relating to the Portfolio Assets to indicate the interests of the Purchaser in the Purchased Portfolio Assets; (g) giving effect to the transactions contemplated by this Agreement and the Purchase Agreement on such dateProgram Documents, the sum of the Distributor's assets exceeds and will, immediately following suchtransactionsthe transactions contemplated hereby, exceed the Distributor's total liabilities (including subordinated, unliquidated, disputed and contingent liabilities). The Distributor's assets do not and, immediately following the transactions contemplated hereby will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Distributor does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Distributor); (h) the Distributor has not used any trade names or assumed names other than Pioneer Ivy Xxxxxxxxx Xxxtributors, Inc., Mackxxxxx Xxx Xxxds Distribution, Inc., and Mackenzie Funds DistributorDistribution, Inc.; (i) this Agreement and the Purchase Agreement and the actions of the Distributor required to be taken pursuant to the terms hereof and thereof are and at all times shall be effective to transfer to the Purchaser all of the Distributor's right, title and interest in, to and under the Purchased Portfolio Assets free and clear of any Adverse Claim;; and (j) the Purchased Portfolio Assets relating to each Fund constitute Eligible Portfolio Assets; and (k) the principal place of business and chief executive office of the Distributor and the place where any and all records concerning the Purchased Portfolio Assets are kept, is at its address specified in Section 8.03 (except as otherwise permitted by Section 5.01(n)).