Common use of Representations and Undertakings Clause in Contracts

Representations and Undertakings. 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. The Trust represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. No Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. The Trust agrees to advise the Distributor as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

Representations and Undertakings. 2.1. 2.1 The Trust represents to the Distributor Allspring that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. 2.2 The Trust represents and warrants to the Distributor Allspring that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor Allspring and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. 2.3 No Shares shall be offered by either the Distributor Allspring or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. 2.4 The Trust agrees to advise the Distributor Allspring as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

Representations and Undertakings. 2.1. 2.1 The Trust represents to the Distributor Xxxxx Fargo that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. 2.2 The Trust represents and warrants to the Distributor Xxxxx Fargo that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor Xxxxx Fargo and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. 2.3 No Shares shall be offered by either the Distributor Xxxxx Fargo or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. 2.4 The Trust agrees to advise the Distributor Xxxxx Fargo as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

Representations and Undertakings. 2.1. The Trust Solicitor warrants, represents and undertakes to the Distributor that Client that: it has full capacity and authority and all registration statements filed by the Trust with the SEC necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) to enter into and perform its obligations under the 1933 ActContract; the Contract is executed by a duly authorised representative of the Solicitor; in entering the Contract it has not committed any Fraud; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; all information, statements and representations contained in the Solicitor’s tender or other submission to the Client for the award of the Contract Services are true, accurate and not misleading save as specifically disclosed in writing to the Client prior to execution of the Contract and it will advise the Client of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligation, compliance with respect which is likely to Shares have an adverse effect on its ability to perform its obligations under the Contract; it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; no proceedings or other steps have been prepared in conformity with taken and not discharged or dismissed (nor, to the requirements best of its knowledge, are threatened) for the winding up of the 1933 Act and rules and regulations of Solicitor or for its dissolution or for the SEC thereunder. 2.2. The Trust represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement appointment of a material fact receiver, administrative receiver, liquidator, manager, administrator or omit similar officer in relation to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. No Shares shall be offered by either the Distributor or the Trust under any of the provisions Solicitor's assets or revenue; it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the unauthorised use of, modification, access, introduction, creation or propagation of this Agreement any disruptive element, virus, worms and/or Trojans, spyware or other malware into the computing environment (including the hardware, software and/or telecommunications networks or equipment), data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the Client; and no orders it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the purchase or sale performance of Shares hereunder its obligations under the Contract and shall be accepted by maintain the Trust if same in full force and effect for so long as is necessary for the effectiveness proper provision of the registration statement then Contract Services. The Solicitor warrants, represents and undertakes to the Client that: it has read and fully understood the Letter of Appointment and these Call-Off Terms and is capable of performing the Contract Services in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder all respects in accordance with the provisions Contract; the Solicitor and each of its Sub-Contractors has all Staff, equipment and experience necessary for the proper performance of the Trust’s prospectus Contract Services; and it will at all times: perform its obligations under the Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; comply with all the KPIs and meet or Declaration exceed the Service Levels; carry out the Contract Services within the timeframe agreed with the Client; and without prejudice to its obligations under Clause 2.3 (Key Personnel), ensure to the satisfaction of Trust. 2.4the Client that the Contract Services are provided and carried out by such appropriately qualified, skilled and experienced solicitors and/or other Staff as shall be necessary for the proper performance of the Contract Services. The Trust agrees to advise Solicitor shall promptly notify the Distributor as soon as reasonably practicable Client in writing: of any material detrimental change in the financial standing and/or credit rating of the issuance Solicitor; if the Solicitor undergoes a Change of Control; and provided this does not contravene any Law, of any circumstances suggesting that a Change of Control is planned or in contemplation. For the avoidance of doubt, the fact that any provision within the Contract is expressed as a warranty shall not preclude any right of termination the Client would have in respect of breach of that provision by the SEC of any stop order suspending Solicitor if that provision had not been so expressed. The Solicitor acknowledges and agrees that: the effectiveness of warranties, representations and undertakings contained in the registration statement then Contract are material and are designed to induce the Client into entering into the Contract; and the Client has been induced into entering into the Contract and in effect or of doing so has relied upon the initiation of any proceeding for that purpose.warranties, representations and undertakings contained in the Contract. TERMINATION

Representations and Undertakings. 2.1. The Trust represents to the Distributor WFFD that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. The Trust represents and warrants to the Distributor WFFD that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor WFFD and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. No Shares shall be offered by either the Distributor WFFD or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. The Trust agrees to advise the Distributor WFFD as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

Representations and Undertakings. 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. The Trust represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. No Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. The Trust agrees to advise the Distributor as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

Representations and Undertakings. 2.11. The Trust represents Borrower makes the following representations: (1) The Borrower is registered according to law and validly existing, and has full capacity of civil rights and acts required for execution and performance of this Contract; (2) the Borrower has fully understood the contents of this Contract, its execution and performance of this Contract represent its true declaration of will, it has obtained legal and valid authorization according to its articles of association or other internal constitutions, its execution and performance of this Contract are not subject to any rights of any third parties, and it has obtained all approvals, permits, filings or registrations required for execution and performance of this Contract; (3) All documents, financial statements, certificates and other materials provided by the Borrower to the Distributor that all registration statements filed Lender hereunder are true, complete, accurate and valid; (4) The underlying business and transaction for the loan as stated by the Trust with Borrower to the SEC under Lender are true and legal and the 1933 Act, with respect to Shares have been prepared in conformity with loan will not be used for any illegal purpose such as money laundering; (5) The Borrower does not conceal any event that may affect its or the requirements guarantors’ financial standing or ability of performance; and (6) Other matters as stated by the 1933 Act and rules and regulations of the SEC thereunderBorrower: remain blank here. 2.22. The Trust represents and warrants to Borrower makes the Distributor that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. following undertakings: (1) The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. No Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectusBorrower will, as required by Section 10(bthe Lender, regularly or timely submit its financial statements (including but not limited to annual, quarterly and monthly statements) and other relevant materials to the Lender upon demand; (2) If the Borrower has signed or will sign with any guarantor for this Contract any anti-guarantee or similar agreement for the guarantor’s obligation of guarantee, such agreement shall not damage any rights of the 1933 Act Lender hereunder; (3) The Borrower agrees to be subject to the examination and supervision conducted by the Lender regarding the loan, and to provide adequate assistance and cooperation to the Lender; (4) If the Borrower has any circumstances that may affect its or any guarantor’s financial standing and ability of performance, including but not limited to any division, merger, association, joint venture with foreign investors, cooperation, contracted operation, reorganization, restructure or plan on listing or other changes in its form of business operation , decrease in registered capital, transfer of major assets or equity, assumption of major debts, or creation of additional major debts over the mortgaged properties, seal-up of the guaranteed properties, dissolution, cancellation, or petition for bankruptcy by or against it, or it is involved into major litigation or arbitration, or becomes difficult in its business operation or its financial standing deteriorates, or it has default under other contracts, then, it shall notify the Lender thereof within one week upon occurrence of such circumstances. Before the Borrower takes any actions that will cause any of the above circumstances and adversely affect is ability of repayment, it must obtain the consent from the Lender, and provide additional securities or replace the relevant guarantor to the satisfaction of the Lender; (5) Discharge of the debts owed by the Borrower to the Lender shall override any loan from any of the Borrower’s shareholders to it; (6) In case the before-tax profits are not on file with used to discharge the SEC; providedprincipal, howeverinterests and expenses payable by the Borrower in the relevant fiscal year or the before-tax profits cannot fully discharge the principal, that nothing contained in this paragraph 2.3 interests and expenses payable for the next period, the Borrower shall not distribute any dividends or bonus to its shareholders in any way; (7) The Borrower shall not dispose of its assets in the way restrict or have any application to or bearing upon which may damage its ability of repayment, and the Trust’s obligation to repurchase Shares from any shareholder total amount of external securities and the amount of single security provided by it shall not exceed the limit as specified in accordance with its articles of association; If there are no such limit in its articles of association, the provisions total amount of the Trust’s prospectus or Declaration external securities provided by it shall not exceed times of Trust.its net assets; and 2.4. The Trust agrees to advise the Distributor (8) Other matters as soon as reasonably practicable of the issuance acknowledged by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purposeBorrower: .

Representations and Undertakings. 2.1. The Trust represents to the Distributor WFFD that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. The Trust represents and warrants to the Distributor WFFD that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions WFFD to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. No Shares shall be offered by either the Distributor WFFD or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. The Trust agrees to advise the Distributor WFFD as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

Representations and Undertakings. 2.1. 2.1 The Trust represents to the Distributor WFFD that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. 2.2 The Trust represents and warrants to the Distributor WFFD that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor WFFD and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. 2.3 No Shares shall be offered by either the Distributor WFFD or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. 2.4 The Trust agrees to advise the Distributor WFFD as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.