Common use of Representations and Warranties of Client Clause in Contracts

Representations and Warranties of Client. Client represents, warrants and covenants to Mellon that: (a) the Shares issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; (b) the Shares issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended, or are exempt from such registration; (c) Client has paid or caused to be paid all taxes, if any, which were payable upon or in respect of the original issuance of the Shares issued and outstanding on the date hereof; (d) The execution and delivery of this Agreement, and the issuance and any subsequent transfer of the Shares hereunder, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under the charter or the by-laws of Client, any law or regulation, any order or decree of any court or public authority having jurisdiction or result in a material breach of, or constitute a material default under, any mortgage, indenture, contract, agreement or undertaking to which Client is a party or by which it is bound and this Agreement is enforceable against Client in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and (e) Client agrees to provide the documentation and notifications listed in EXHIBIT C hereto; and Client further agrees to deliver an opinion of counsel as provided in EXHIBIT C, Section 7(a) and (b) upon any future original issuance of Shares for which Mellon will act as transfer agent hereunder

Representations and Warranties of Client. 5.1 As an inducement for BFI to enter into this Agreement, and with full knowledge that the truth and accuracy of the representations and warranties in this Agreement are being relied upon by BFI in purchasing Accounts hereunder, Client represents, represents and warrants that as at the date of this Agreement and covenants to Mellon thatas at the time of Acceptance by BFI of each Offer it may accept: (a) Client is a corporation validly existing in good standing under the Shares issued laws of the jurisdiction of its incorporation with adequate corporate power to enter into and outstanding on the date hereof perform its obligations under this Agreement and applicable schedules and addenda and each Offer made by it; (b) this Agreement and applicable schedules and addenda executed by Client have been duly authorized, validly issued executed and are fully paid delivered by Client and are non-assessable; (b) the Shares issued constitute valid, legal and outstanding on the date hereof have been binding agreements, enforceable in accordance with their terms and each Offer executed by Client will be duly registered under the Securities Act of 1933authorized, as amendedexecuted and delivered by Client and, when accepted by BFI in accordance with this Agreement, will constitute a valid, legal and such registration has become effectivebinding agreement, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended, or are exempt from such registrationenforceable against Client in accordance with its terms; (c) to Client’s knowledge, no approval, consent or withholding of objection is required from any governmental authority with respect to the entering into and performance by Client has paid or caused of this Agreement and any applicable schedules and addenda to be paid all taxesexecuted by Client and any Offers made by the Client, or if anyany such approval is required, which were payable upon or in respect of the original issuance of the Shares issued and outstanding on the date hereofit has been obtained; (d) The execution the entering into and delivery performance of this Agreement, Agreement and any applicable schedules and addenda and the issuance and making of an Offer does not violate any subsequent transfer judgment, order, law or regulation applicable to Client or any provision of the Shares hereunder, do not and will not conflict with, violate, Client’s Articles of Incorporation or By-laws or result in a any breach of, the terms, conditions or provisions of, or constitute a default under the charter or the by-laws of Clientunder, any law or regulation, any order or decree of any court or public authority having jurisdiction or result in a material breach ofthe creation of any lien, charge, security interest or constitute a material default underother encumbrance upon any of Client’s assets or any of the Assigned Accounts pursuant to any indenture, any mortgage, indenturedeed of trust, contract, bank loan or credit agreement or undertaking other instrument to which Client is a party or by which it is bound and this Agreement is enforceable against Client in accordance with its terms, except as or Client’s assets may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; andbound; (e) Client agrees is duly qualified to provide carry on business in the documentation Province of Ontario and notifications listed all other jurisdiction(s) where it carries on business. Client is properly licensed and authorized to operate the business as it is presently operated and Client’s trade name(s) has been properly filed and published as required by applicable law. Client has fulfilled all local, provincial or federal requirements of law in EXHIBIT C heretoproperly registering itself to do business at all addresses where its business is located; (f) no Event of Default has occurred; (g) Client has made timely payment and/or local deposits of required taxes, including employee income tax withholdings, to Canada Revenue Agency as well as to any other federal, provincial and/or local tax authority as they become due; (h) all financial records, statements, books or other documents shown to BFI by Client at any time, either before or after the signing of this Agreement, are true, complete and accurate and represent the true financial condition of Client; and (i) with respect to Account Debtors obligated to pay Assigned Accounts and Assigned Accounts: (i) Client is, at the time of Acceptance by BFI, the sole legal and beneficial owner of, and has undisputed title to, the Assigned Accounts and all Corresponding Rights purchased by BFI free and clear of all mortgages, liens, charges, security interests, encumbrances and adverse claims of every nature and kind whatsoever; (ii) each Assigned Account offered for sale to BFI and accepted and purchased by BFI is an Approved Account; (iii) to the best of Client’s information, knowledge and belief, no Account Debtor obligated to pay an Assigned Account has committed an act of bankruptcy or is an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada); (iv) Client has not received any notice, either verbal or written, of a Credit Impairment and/or Credit Problem concerning any of its Account Debtors obligated to pay any of the Assigned Accounts, which Credit Impairment and/or Credit Problem has not been previously disclosed in writing to BFI; (v) each Account Debtor obligated to pay an Assigned Account is indebted to Client for the Gross Face Value of such Assigned Account set out in the Offer for the sale of such Assigned Account to BFI; (vi) the Invoice, Purchase Order or other contract or instrument provided to BFI as evidencing the agreement between Client and its Account Debtor under which an Assigned Account arose sets forth and constitutes the entire agreement between Client and such Account Debtor with respect to the subject matter thereof, there being no other written or oral understandings or representations; (vii) at the time of Acceptance by BFI, there has been no prepayment of payments or other monies payable under any Assigned Account except as expressly disclosed in writing to BFI; (viii) all covenants, conditions and obligations of Client and each Account Debtor obligated to pay an Assigned Account, including, without limitation, all conditions precedent to the obligation of the Account Debtor to make the payments under such Assigned Account, have been performed and fulfilled by Client; (ix) at the time of Acceptance, each Account Debtor obligated to pay an Assigned Account has performed and fulfilled all covenants, conditions and obligations in respect of such Assigned Account and the Account Debtor has agreed to continue to perform and fulfill such covenants, conditions and obligations and has further agrees agreed that its obligation to deliver make all payments in respect of such Assigned Account shall be absolute and unconditional under all circumstances and shall not be affected by any right of set-off, counterclaim or defence such Account Debtor may have against Client, BFI or any other Person for any reason whatsoever; (x) each Invoice, Purchase Order or other contract or instrument provided to BFI as evidencing the agreement between Client and the Account Debtor under which an opinion Assigned Account arose is in full force and effect and has not been amended, changed or modified and shall not be amended, changed or modified without the prior written consent of counsel BFI; (xi) the goods or services referenced in each Invoice, Purchase Order or other contract or instrument provided to BFI as evidencing the agreement between Client and its Account Debtor under which an Assigned Account arose have been duly delivered or rendered to such Account Debtor at the location specified in such Invoice, Purchase Order, contract or instrument and the Account Debtor has duly inspected such goods or services, found the same to be in good order, in full accordance with all of its specifications and requirements, and has accepted such goods or services for all purposes of its agreement with Client; (xii) the goods or services referenced in each Invoice, Purchase Order or other contract or instrument provided to BFI as evidencing the agreement between Client and its Account Debtor under which such Assigned Account arose are presently located or were effected at the address specified on Schedule “B” as the “Location of Goods or Services”; (xiii) each Account Debtor obligated to pay an Assigned Account has agreed that neither the Invoice, Purchase Order or other contract or instrument provided to BFI as evidencing the agreement between Client and such Account Debtor under which such Assigned Account arose nor the transfer or assignment by Client of such Assigned Account or its rights under such Invoice, Purchase Order, contract or instrument shall make BFI liable to perform or fulfill any covenants, conditions or obligations of Client under such Invoice, Purchase Order, contract or instrument, all of which shall remain the responsibility of Client, and that the Account Debtor’s sole remedy for breach of such covenants, conditions or obligations shall be against Client; (xiv) each Account Debtor obligated to pay an Assigned Account has agreed not to assert against BFI any claim, set-off, counterclaim or defence such Account Debtor has, or may have, against Client, BFI or any other Person for any reason whatsoever; (xv) each Assigned Account offered for sale to BFI is an accurate and undisputed statement of indebtedness by the Account Debtor obligated to pay such Assigned Account to Client as a result of a bona fide and absolute sale of goods to such Account Debtor (which goods were delivered and accepted by such Account Debtor) or performance of service by Client to such Account Debtor (which services were accepted by such Account Debtor), and such goods were not provided to its Account Debtor on consignment, or on an approval or hold basis, or by way of guaranteed contract or subject to any other contingency and is for a certain sum which is due and payable in EXHIBIT C30 days or less, Section 7(aor within such time as is agreed to, in writing by BFI and Client; (xvi) and Client does not own, control or exercise dominion over, in any way whatsoever, the business of any Account Debtor obligated to pay an Assigned Account; and (bxvii) upon Client has not transferred, assigned, pledged or granted a security interest in its Accounts or other personal property to any future original issuance other party which Client has not fully disclosed in writing to BFI prior to the date of Shares for which Mellon will act as transfer agent hereunderthis Agreement.

Representations and Warranties of Client. (a) Client has obtained the following represents, warrants and covenants from the Trust as to which Mellon thatis specifically authorized to rely: (ai) the Shares issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; and any Shares to be issued hereunder, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable; (bii) the Shares issued and outstanding on the date hereof (other than shares issued to Pioneer Investment Management, Inc. in connection with the initial capitalization of the Trust) have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended, or are exempt from such registration; (ciii) Client any Shares to be issued hereunder, when issued shall have been duly registered under the Securities Act of 1933, as amended, and such registration shall have become effective or shall be exempt from such registration; and shall have been duly registered under the Securities Exchange Act of 1934, as amended, or shall be exempt from such registration; (iv) the Trust has paid or caused to be paid all taxes, if any, which that were payable upon or in respect of the original issuance of the Shares issued and outstanding on the date hereof;; and (dv) The the execution and delivery of this Agreement, and the issuance and any subsequent transfer of the Shares hereunder, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under under, the charter or the by-laws of the Trust, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Trust is a party or by which it is bound. (b) Client represents, warrants and covenants to Mellon that: (i) the execution and delivery of this Agreement does not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the charter or the by-laws of Client, any law or regulation, any order or decree of any court or public authority having jurisdiction or result in a material breach ofjurisdiction, or constitute a material default under, any mortgage, indenture, contract, agreement or undertaking to which Client is a party or by which it is bound bound; and this Agreement is enforceable against Client in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and (eii) Client agrees to provide the documentation and notifications listed in EXHIBIT C hereto; and . Client further agrees to deliver an opinion of counsel as provided in EXHIBIT Exhibit C, Section 7(a) and (b) upon any future original issuance of Shares for which Mellon will act as sub-transfer agent hereunder.

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