Common use of WARRANTIES, REPRESENTATIONS AND COVENANTS Clause in Contracts

WARRANTIES, REPRESENTATIONS AND COVENANTS. In connection with the execution of this Agreement, Contractor warrants and represents to CHA: A. That it is financially solvent; and that it and its employees or agents of any tier are competent to perform the Services required under this Agreement; and that Contractor is legally authorized to execute and perform or cause to be performed the Services under the terms and conditions stated herein. B. That no officer, agent or employee of the CHA is employed by the Contractor or has a financial interest directly or indirectly in this Agreement or the compensation to be paid hereunder, except as may be permitted in writing by the CHA and HUD, and that no payment, gratuity or offer of employment shall be made in connection with this Agreement by or on behalf of Contractor to any employee of the CHA; and the Contractor further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions set forth herein shall be voidable as to the CHA. C. That Contractor and its subcontractors, if any, are not in default at the time of the execution of this Agreement, nor, within the last five (5) years, have they been terminated for default on any contract awarded by the CHA. D. That, except only for those representations, statements, or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced Contractor to enter into this Agreement or has been relied upon by Contractor. E. That Contractor has carefully examined and analyzed the provisions and requirements of this Agreement and that it understands the nature of the Services required; F. That Contractor acknowledges that the CHA, in its selection of Contractor to perform the Services hereunder, materially relied upon the Contractor’s proposal submitted in response to the RFP, that the proposal was accurate at the time it was made and that no material changes in it have been nor will be made without the express consent of the CHA; G. That Contractor and, to the best of its knowledge, its subcontractors are not in violation of the provisions of 18 U.S.C. § 666 (a)(2) and other Federal criminal laws applicable to public contracts funded with federal government funds, the Illinois Criminal Code, 720 ILCS 5/33E 1 et seq. (1989), as amended; and the CHA's Ethics Policy, as amended, and during the term of the Agreement will not violate the provisions of such laws and policies. H. That the Contractor has disclosed any and all relevant information to the CHA and Contractor understands and agrees that any certification, affidavit or acknowledgment made under oath or failure to disclose in connection with this Agreement is made under penalty of perjury and, if false, is also cause for termination of this Agreement.

WARRANTIES, REPRESENTATIONS AND COVENANTS. In connection with the execution of this Agreement, the Contractor warrants and represents to CHA: A. That it is financially solvent; and that it and each of its employees or agents of any tier are competent to perform the Services required under this Agreement; and that Contractor is legally authorized to execute and perform or cause to be performed the Services this Agreement under the terms and conditions stated herein. B. That no officer, agent or employee of the CHA is employed by the Contractor or has a financial interest directly or indirectly in this Agreement or the compensation to be paid hereunder, except as may be permitted in writing by the CHA and HUD, and that no payment, gratuity or offer of employment shall be made in connection with this Agreement by or on behalf of the Contractor to any employee of the CHA; and the Contractor further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions set forth herein shall be voidable as to the CHA. C. That Contractor and its subcontractors, if any, are not in default at the time of the execution of this Agreement, noror deemed by the CHA's Director of Procurement and Contracts to have, within the last five (5) years, have they been terminated for found to be in default on any contract awarded by the CHA. D. That, except only for those representations, statements, or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced the Contractor to enter into this Agreement or has been relied upon by the Contractor. E. That the Contractor has carefully examined and analyzed the provisions and requirements of this Agreement and that it understands the nature of the Services required; F. That the Contractor acknowledges that the CHA, in its selection of the Contractor to perform the Services hereunder, materially relied upon the Contractor's Proposal, that the Proposal was accurate at the time it was made and that no material changes in it have been nor will be made without the express consent of the CHA; G. That except only for those representations, statements, or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced Contractor to enter into this Agreement or has been relied upon by Contractor. E. H. That Contractor has carefully examined and analyzed the provisions and requirements of this Agreement and that it understands the nature of the Services required; F. That Contractor acknowledges that the CHA, in its selection of Contractor to perform the Services hereunder, materially relied upon the Contractor’s proposal submitted in response to the RFP, that the proposal was accurate at the time it was made and that no material changes in it have been nor will be made without the express consent of the CHA; G. That Contractor and, to the best of its knowledge, its subcontractors are not in violation of the provisions of 18 U.S.C. § 666 (a)(2) and other Federal criminal laws applicable to public contracts funded with federal government funds, the Illinois Criminal Code, 720 ILCS 5/33E 1 5/33E-1 et seq. (1989), as amended; and the CHA's Ethics Policy, as amended, amended (see xxxx://xxx.xxxxxx.xxx/pages/forms documents/66.php) and during the term of the Agreement will not violate the provisions of such laws and policies. H. I. That the Contractor has disclosed any and all relevant information to the CHA and the Contractor understands and agrees that any certification, affidavit or acknowledgment made under oath or failure to disclose in connection with this Agreement is made under penalty of perjury and, if false, is also cause for termination of this Agreement. J. That the Contractor is a duly organized and validly existing corporation under the laws of the State of Illinois and has and will continue to have at all times during the term of this Agreement, all licenses necessary to render the Services required hereunder. K. That the Contractor has the power and authority to enter into and perform all of its obligations under this Agreement, and that this Agreement, when executed will constitute the duly authorized, valid and legally binding obligation of the Contractor.

WARRANTIES, REPRESENTATIONS AND COVENANTS. In connection with Each party, as to itself only, warrants, represents, and covenants to the other party that: 8.1.1 There are no pending Claims to which it is a party that affect the execution and delivery of this Agreement or the transactions contemplated hereby, and it shall promptly notify the other party of any such Claims as to which it receives either notice or a written threat of assertion. 8.1.2 It shall protect, defend, indemnify, and hold harmless the other party and its employees, agents, successors and assigns, from and with respect to any and all rights, claims, demands, causes of action, and legal, administrative, or arbitration proceedings, of any and every nature (collectively, "CLAIMS"), and injuries, deaths, damages, and obligations of any and every nature resulting from or that gave rise to any Claim, including liabilities, losses, costs, penalties, expenses, judgments, fines, settlements, interest, reasonable attorney's fees, and other related expenses of any nature (collectively, "Damages"), to the extent such Claims and Damages result from a breach of its warranties, representations, or covenants; provided however, that Damages shall not include consequential, special, incidental, or punitive damages. 8.1.3 It has full power to enter into and perform its obligations under this Agreement; the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action that remains in full force and effect and binding upon it, and has not been revoked or modified; and this Agreement has been duly executed and delivered. 8.1.4 This Agreement will, when executed, delivered, and accepted, constitute its legal, valid and binding obligation, enforceable in accordance with their terms, except as limited by bankruptcy or other laws applicable generally to creditor's rights and as limited by general equitable principles. 8.1.5 Neither its execution and delivery of this Agreement, Contractor warrants and represents nor its consummation of the transactions contemplated hereby, nor its compliance with the terms hereof, will violate or result in any default under its organizational documents, or under any agreement or other instrument to CHA: A. That which it is financially solvent; a party or by which it is bound, or violate any federal, state, or local law (including statutory and that it and its employees case law), rule, regulation, ordinance, permit, license, order, judgment, injunction, writ, or agents decree of any tier are competent to perform the Services required under this Agreement; and that Contractor is legally authorized to execute and perform or cause to be performed the Services under the terms and conditions stated herein. B. That no officer, agent or employee of the CHA is employed by the Contractor or has a financial interest directly or indirectly in this Agreement or the compensation to be paid hereunder, except as may be permitted in writing by the CHA and HUD, and that no payment, gratuity or offer of employment shall be made in connection with this Agreement by or on behalf of Contractor to any employee of the CHA; and the Contractor further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions set forth herein shall be voidable as to the CHA. C. That Contractor and its subcontractors, if any, are not in default at the time of the execution of this Agreement, nor, within the last five nature (5collectively "LAW") years, have they been terminated for default on any contract awarded by the CHA. D. That, except only for those representations, statements, or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced Contractor to enter into this Agreement or has been relied upon by Contractor. E. That Contractor has carefully examined and analyzed the provisions and requirements of this Agreement and that it understands the nature of the Services required; F. That Contractor acknowledges that the CHA, in its selection of Contractor to perform the Services hereunder, materially relied upon the Contractor’s proposal submitted in response to the RFP, that the proposal was accurate at the time it was made and that no material changes in it have been nor will be made without the express consent of the CHA; G. That Contractor and, to the best of its knowledge, its subcontractors are not in violation of the provisions of 18 U.S.C. § 666 (a)(2) and other Federal criminal laws applicable to public contracts funded with federal government funds, the Illinois Criminal Code, 720 ILCS 5/33E 1 et seq. (1989), as amended; and the CHA's Ethics Policy, as amended, and during the term of the Agreement will not violate the provisions of such laws and policiesit. H. That the Contractor has disclosed any and all relevant information to the CHA and Contractor understands and agrees that any certification, affidavit or acknowledgment made under oath or failure to disclose in connection with this Agreement is made under penalty of perjury and, if false, is also cause for termination of this Agreement.

WARRANTIES, REPRESENTATIONS AND COVENANTS. In connection 10.1 The Company represents, warrants and covenants to and with the execution Subscriber as follows: (a) the Company has been duly incorporated and organized and is validly existing and in good standing under the laws of the Province of British Columbia; it has the corporate power to own or lease its property and to carry on its business as currently conducted by it; (b) it has the full power, legal right and authority to execute and deliver this Agreement and has such power, legal right and authority to do all such acts and things as are required hereunder to be done, observed or performed by it, subject to and in accordance with the terms hereof; (c) all necessary corporate action of the directors of the Company to authorize the execution, delivery and performance of this Agreement has been taken; this Agreement has been duly executed and delivered on behalf of the Company and constitutes a legal, valid and binding obligation of the Company, enforceable by the Agents in accordance with its terms; (d) the authorized capital of the Company consists of 100,000,000 common shares, of which 10,946,378 common shares are validly issued and outstanding as at September 30,2003; (e) the issue of the Offered Securities and the Agents' Warrant will, at the time of their issuance, have been approved by all requisite corporate action and the Common Shares comprising the Units will, upon issue and delivery, be validly issued as fully paid and non-assessable; and the Warrant Shares and Agents' Warrant Shares will be duly and validly allotted and authorized to be issued as fully paid and non-assessable upon receipt by the Company of full payment therefor; (f) there shall not be any consents, approvals, authorizations, orders or agreements of any stock exchanges, securities commissions or similar authorities in Canada, governmental agencies or regulators, courts or any other persons which may be required for the issuance of the Offered Securities or the Agents' Warrant, and the delivery of Certificates representing such securities, not obtained and not in effect on the date of delivery of such Certificates; (g) the Common Shares of Company are listed and posted for trading only on the Exchange, and as of the Closing Date the Common Shares comprising the Units and the Agents' Warrant Shares and the Warrant Shares will have been approved for listing on the Exchange; (h) the Company is a reporting issuer only in the provinces of British Columbia and Alberta and is not in default of any filings under the securities laws of those jurisdictions; (i) the Company has filed a "current AIF" (within the meaning of the Instrument) and as at the date hereof, the Company is, and as at the Closing Date the Company will be, a "qualifying issuer" (within the meaning of the Instrument) eligible to issue securities with a four month hold period in Canada; (j) the issue and sale of the Offered Securities and the Agents' Warrant by the Company does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Company's incorporating documents or any agreements or instruments to which the Company is a party; (k) the Company is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Company's knowledge no such actions, suits or proceedings are contemplated or have been threatened; (l) all agreements by which the Company holds an interest in a property, business or assets are in good standing according to their terms, and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (m) the Company has complied and is in compliance, in all material respects, with all applicable securities laws; (n) the Company has filed all forms, reports, documents and information required to be filed by it, whether pursuant to the Acts or otherwise, with the Exchange (or one of its predecessors) or the securities commissions or similar regulatory authorities in the Offering Jurisdictions (the "Disclosure Documents"). As of the time the Disclosure Documents were filed with the applicable securities regulators and on SEDAR (System for Electronic Document Analysis and Retrieval) (or, if amended or superseded by a filing prior to the date of this Agreement, Contractor warrants and represents to CHA: A. That it is financially solventthen on the date of such filing): (i) each of the Disclosure Documents complied in all material respects with the requirements of the applicable securities laws; and that it (ii) none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (o) the consolidated financial statements of the Company and its employees or agents subsidiaries contained in the Disclosure Documents: (i) complied as to form in all material respects with the published rules and regulations under the applicable securities laws; (ii) were reported in accordance with Canadian generally accepted accounting principles applied on a basis consistent with that of any tier are competent to perform the Services required under this Agreementpreceding periods; and that Contractor is legally authorized to execute and perform or cause to be performed (Hi) present fairly the Services under the terms and conditions stated herein. B. That no officer, agent or employee consolidated financial position of the CHA Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations of the Company and its subsidiaries for the periods covered thereby; (p) there is employed no "material fact" or "material change" (as those terms are defined in the British Columbia Act) in the affairs of the Company that has not been generally disclosed to the public; (q) the business and properties of the Company are to the best of its knowledge after due enquiry, in compliance in all material respects with all Environmental Laws, and there are no facts known after due enquiry by the Contractor or has Company which could give rise to a financial interest directly or indirectly in this Agreement or the compensation to be paid hereunder, except as may be permitted in writing by the CHA and HUD, and that no payment, gratuity or offer notice of employment shall be made in connection non-compliance with this Agreement by or on behalf of Contractor to any employee of the CHAEnvironmental Laws; and the Contractor further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions set forth herein shall be voidable as to the CHA.and C. That Contractor and its subcontractors, if any, are not in default at the time of the execution of this Agreement, nor, within the last five (5r) years, have they been terminated for default on any contract awarded by the CHA. D. That, except only for those representations, statements, or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced Contractor to enter into this Agreement or has been relied upon by Contractor. E. That Contractor has carefully examined and analyzed the provisions and requirements of this Agreement and that it understands the nature of the Services required; F. That Contractor acknowledges that the CHA, in its selection of Contractor to perform the Services hereunder, materially relied upon the Contractor’s proposal submitted in response to the RFP, that the proposal was accurate at the time it was made and that no material changes in it have been nor will be made without the express consent of the CHA; G. That Contractor andthere are, to the best of its knowledgethe knowledge of the Company after due enquiry, its subcontractors are not no existing claims, demands, damages, expenses, suits, proceedings, actions, negotiations, or causes of action of any nature whatsoever, whether threatened or pending, arising out of the presence on any property in respect of which the Company or any subsidiary has an interest, either past or present, of any Contaminant, or out of any past or present activity conducted on any such property, involving any Contaminant or any violation of any Environmental Law, 10.2 The Company shall not, without the provisions prior written consent of 18 U.S.C. § 666 the Agents (a)(2such consent not to be unreasonably withheld) offer, announce an offering of, sell, contract to sell, pledge, or otherwise dispose (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition, whether by actual disposition or effective economic disposition due to cash settlement or otherwise, by the Company or any affiliate of the Company) directly or indirectly, of any Common Shares or any securities convertible into, or exercisable, or exchangeable for, Common Shares, for a period of 90 days after the Closing Date, provided, however, that the Company may issue stock options and other Federal criminal laws applicable Common Shares pursuant to public contracts funded with federal government fundsany stock option plan or stock ownership plan of the Company in effect at September 30, 2003, for the Illinois Criminal Codebenefit of the Company's employees, 720 ILCS 5/33E 1 et seq. (1989), as amended; consultants and directors and the CHA's Ethics Policy, as amended, and during Company may issue Common Shares issuable upon the term conversion of securities or upon the Agreement will not violate exercise of warrants outstanding at the provisions of such laws and policies. H. That the Contractor has disclosed any and all relevant information to the CHA and Contractor understands and agrees that any certification, affidavit or acknowledgment made under oath or failure to disclose in connection with this Agreement is made under penalty of perjury and, if false, is also cause for termination date of this Agreement. 10.3 Each Agent warrants and represents to the Company, in respect of itself and not the other Agents, that: (a) it is a valid and subsisting company under the law of the jurisdiction in which it was incorporated and in good standing with respect to the filing of annual returns; (b) it is duly registered under the Acts and no action or proceeding has been commenced which could result in the revocation, suspension or cancellation of such registration; and (c) it did not receive the offer to purchase the Agents' Warrant in the United States, and the Agent is not, and is not purchasing the Agents' Warrant on behalf of, a U.S. Person or person in the United States. The terms "United States" and "U.S. Person" are as defined in Schedule "A" hereto.

WARRANTIES, REPRESENTATIONS AND COVENANTS. In connection with the execution of this Agreement, Contractor 9.1 The Issuer warrants and represents to CHAand covenants with the Agent that: A. That (a) the authorized and issued capital of the Issuer are as disclosed in the Offering Memorandum and the outstanding shares of the Issuer are fully paid and non-assessable; (b) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares and all such shares will be duly and validly issued as fully paid and non-assessable; (c) the Offering Memorandum, if any, subscription form and all other written or oral representations made by the Issuer to the Purchaser or potential Purchaser in connection with the Private Placement will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (d) the Issuer has complied in all material respects and will so comply with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Act, in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (e) there is not presently, and will not be until the Closing any material adverse change in the business of the Issuer which has not been or will not be fully disclosed to the Agent; (f) the issue and sale of the Securities by the Issuer and the Agent does not and will not conflict with, and does not and will not result in a breach of, any of the terms of its organizational documents or any material agreement or instrument to which the Issuer is a party; (g) neither the Issuer nor any of its subsidiaries is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Issuer's knowledge no such actions, suits or proceedings are contemplated or have been threatened which are not disclosed in the Offering Memorandum; (h) there are no judgments against the Issuer or any of its subsidiaries, if any, which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer or any of its subsidiaries, if any, is subject; (i) this Agreement has been, or will be as of the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has full corporate power and authority to undertake the Private Placement; (j) no order halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (k) except as disclosed in the Offering Memorandum, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Issuer or its subsidiaries, if any, or any other security convertible into or exchangeable for any such shares, or to require the Issuer or its subsidiaries, if any, to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; (l) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Issuer is entitled to any brokerage, agency or finder's fee in connection with the transactions described herein; and (m) the warranties and representations in this Section are materially true and correct and will remain so as of the Closing. 9.2 The Agent warrants and represents to the Issuer that: (a) it is financially solvent; a valid and that it and its employees or agents of any tier are competent to perform the Services required under this Agreement; and that Contractor is legally authorized to execute and perform or cause to be performed the Services subsisting corporation under the terms and conditions stated herein. B. That no officer, agent or employee law of the CHA jurisdiction in which it was incorporated; (b) it is employed not a "U.S. person" as defined under the Act; (c) it is registered under applicable laws to the extent required by the Contractor or has a financial interest directly or indirectly in this Agreement or the compensation to be paid hereunder, except as may be permitted in writing by the CHA and HUD, and that no payment, gratuity or offer of employment shall be made such laws in connection with this Agreement by or on behalf of Contractor to any employee of Agreement; and (d) it will sell the CHA; and Shares in compliance with the Contractor further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions set forth herein shall be voidable as to the CHAAct. C. That Contractor and its subcontractors, if any, are not in default at the time of the execution of this Agreement, nor, within the last five (5) years, have they been terminated for default on any contract awarded by the CHA. D. That, except only for those representations, statements, or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced Contractor to enter into this Agreement or has been relied upon by Contractor. E. That Contractor has carefully examined and analyzed the provisions and requirements of this Agreement and that it understands the nature of the Services required; F. That Contractor acknowledges that the CHA, in its selection of Contractor to perform the Services hereunder, materially relied upon the Contractor’s proposal submitted in response to the RFP, that the proposal was accurate at the time it was made and that no material changes in it have been nor will be made without the express consent of the CHA; G. That Contractor and, to the best of its knowledge, its subcontractors are not in violation of the provisions of 18 U.S.C. § 666 (a)(2) and other Federal criminal laws applicable to public contracts funded with federal government funds, the Illinois Criminal Code, 720 ILCS 5/33E 1 et seq. (1989), as amended; and the CHA's Ethics Policy, as amended, and during the term of the Agreement will not violate the provisions of such laws and policies. H. That the Contractor has disclosed any and all relevant information to the CHA and Contractor understands and agrees that any certification, affidavit or acknowledgment made under oath or failure to disclose in connection with this Agreement is made under penalty of perjury and, if false, is also cause for termination of this Agreement.

WARRANTIES, REPRESENTATIONS AND COVENANTS. In connection with the execution of this AgreementYou hereby warrant, Contractor warrants represent, covenant and represents to CHAagree as follows: A. That it is financially solvent; (a) You have the right and that it and its employees or agents of any tier are competent to perform the Services required under this Agreement; and that Contractor is legally authorized to execute and perform or cause to be performed the Services under the terms and conditions stated herein. B. That no officer, agent or employee of the CHA is employed by the Contractor or has a financial interest directly or indirectly in this Agreement or the compensation to be paid hereunder, except as may be permitted in writing by the CHA and HUD, and that no payment, gratuity or offer of employment shall be made in connection with this Agreement by or on behalf of Contractor to any employee of the CHA; and the Contractor further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions set forth herein shall be voidable as to the CHA. C. That Contractor and its subcontractors, if any, are not in default at the time of the execution of this Agreement, nor, within the last five (5) years, have they been terminated for default on any contract awarded by the CHA. D. That, except only for those representations, statements, or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced Contractor power to enter into this Agreement or has been relied upon Contract, to grant the rights granted by Contractor. E. That Contractor has carefully examined you to us hereunder, and analyzed the provisions and requirements of this Agreement and that it understands the nature to perform all of the Services requiredterms hereof. Without limiting the generality of the foregoing, no Musical Composition, other Selection or any other material recorded by you shall be subject to any re-recording or other restrictions; F. That Contractor acknowledges that (b) During the CHATerm, you shall become and remain members in its selection good standing of Contractor to perform any labor union or guilds with which we may at any time have an agreement lawfully requiring your membership; (c) All recording sessions for the Services hereunderMasters shall be conducted in all respects in accordance with the terms of the AF of M Phonograph Record Labor Agreement, materially relied of the AFTRA Code for the Phonograph Industry, and of the agreements with all other labor unions and guilds having jurisdiction over the recording of the Masters; (d) None of the following will violate or infringe upon the Contractor’s proposal submitted in response to the RFPrights of any person, that the proposal was accurate at the time it was made firm or corporation, including, without limitation, contractual rights, copyrights, rights of publicity and that no material changes in it have been nor will be made without the express consent rights of the CHA; G. That Contractor and, to the best of its knowledge, its subcontractors are not in violation of the provisions of 18 U.S.C. § 666 (a)(2) and privacy: any name or other Federal criminal laws applicable to public contracts funded with federal government funds, the Illinois Criminal Code, 720 ILCS 5/33E 1 et seq. (1989), as amendedidentification used by you; any Controlled Compositions; any other Selections; and the CHA's Ethics Policyany materials, as amendedideas, or other properties furnished or designated by you and during the term of the Agreement will not violate the provisions of such laws and policies. H. That the Contractor has disclosed any and all relevant information to the CHA and Contractor understands and agrees that any certification, affidavit embodied or acknowledgment made under oath contained in or failure to disclose used in connection with this Agreement is made under penalty the Masters or the packaging of perjury or the advertising for the Phonograph Records embodying the Masters; (e) All recordings embodying your performances heretofore have been released commercially in the United States on Phonograph Records; (f) You shall not at any time, directly or indirectly, give or offer to give any consideration of any kind to any radio or television station or network, to any employee thereof, or to any person, firm, or corporation controlling or influencing that station or network's programming for the purpose of securing the broadcast or promotion of any Phonograph Records hereunder; (g) Except as otherwise specifically provided herein, we shall have no obligation hereunder or otherwise to pay any person, firm, or corporation any amounts in connection with the exercise of any of our rights hereunder, including, without limitation, our rights with respect to the recording or exploitation of Master Recordings; and (h) Without limiting the generality of anything contained in the foregoing, if falseyou shall neither authorize the production of, is also cause nor shall you produce for termination of this Agreementor deliver to us, any Master for which the recording method known as "sampling" shall have been utilized to record in that Master any sound or material created, owned or controlled by any third party.

WARRANTIES, REPRESENTATIONS AND COVENANTS. In connection 12.1. On entering into this Agreement and at any time thereafter when you have dealings with us, you represent and warrant to us that: (a) where you are a physical person, you are of sound mind and over 18 years of age; (b) where you are a legal entity, such entity is in good standing and is validly existing under the execution laws of its jurisdiction; (c) you are free to enter into this Agreement, Contractor warrants and represents to CHA: A. That it is financially solvent; and that it and its employees or agents of any tier are competent to perform the Services required under this Agreement; and that Contractor is legally authorized to execute and perform or cause to be performed the Services under each of the terms and conditions stated herein. B. That no officer, agent or employee of the CHA is employed by the Contractor or has a financial interest directly or indirectly in this Agreement or the compensation to be paid hereunder, except as may be permitted in writing by the CHA and HUD, contained herein and that no payment, gratuity or offer of employment shall be made in connection with this Agreement by or on behalf of Contractor to any employee of the CHA; and the Contractor further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions set forth herein shall be voidable as to the CHA. C. That Contractor and its subcontractors, if any, you are not in default at the time of the execution of this Agreementrestricted or prohibited, norcontractually or otherwise, within the last five (5) years, have they been terminated for default on any contract awarded by the CHA. D. That, except only for those representations, statements, from entering into or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced Contractor to enter into this Agreement or has been relied upon by Contractor. E. That Contractor has carefully examined and analyzed the provisions and requirements of performing under this Agreement and that it understands the nature your execution of and performance under this Agreement are not a violation or breach of any other agreement between us or any other person or entity; (d) you have complete understanding, and are agreeing with all terms and conditions, of this Agreement; (e) all and any information you provide to us is true, accurate and not misleading; (f) all and any Transactions performed on your Trading Account(s) are in compliance with this Agreement; (g) you are aware of the Services requiredrisks involved in trading the financial instruments that we offer and that any decision that you make to trade them is at your own risk; F. That Contractor acknowledges (h) you are willing and financially able to sustain a total loss of the monies that you deposit with us to open or maintain a position; (i) the CHA, funds that you invest in its selection of Contractor or use to perform the Services hereunderany Transaction hereunder do not represent proceeds of, materially relied upon the Contractor’s proposal submitted are not derived from, and will not be used in response to the RFPany way in, that the proposal was accurate at the time it was made any illegal activity including money laundering and that no material changes in it have been nor will be made without the express consent of the CHAterrorist financing; G. That Contractor and(j) the funds that you invest in or use to perform any Transaction hereunder are free of any lien, charge, pledge or any other encumbrance; (k) no event of Default (as further set out in Section 13) has occurred or is occurring to the best of its knowledge, its subcontractors are not in violation of the provisions of 18 U.S.C. § 666 (a)(2) and other Federal criminal laws applicable you. 12.2. You covenant to public contracts funded with federal government funds, the Illinois Criminal Code, 720 ILCS 5/33E 1 et seq. (1989), as amended; and the CHA's Ethics Policy, as amended, and us that during the term of the this Agreement you will not violate the provisions of such take all reasonable steps to comply with all applicable laws and policies. H. That the Contractor has disclosed any and all relevant information regulations in relation to the CHA and Contractor understands and agrees that any certification, affidavit or acknowledgment made under oath or failure to disclose in connection with this Agreement is made under penalty and you will promptly notify us of: (a) any changes to your information provided to us during the account opening process, including, inter alia, changes to your residential address, name, citizenship etc.; and (b) the occurrence of perjury and, if false, is also cause for termination any event of this AgreementDefault (as further set out in Section 13 and as applicable).

WARRANTIES, REPRESENTATIONS AND COVENANTS. In connection with the execution of this Agreement, Contractor warrants and represents to CHA: A. That it is financially solvent; and that it and its employees or agents of any tier are competent to perform the Services required under this Agreement; and that Contractor is legally authorized to execute and perform or cause to be performed the Services under the terms and conditions stated herein. B. That no officer, agent or employee of the CHA is employed by the Contractor or has a financial interest directly or indirectly in this Agreement or the compensation to be paid hereunder, except as may be permitted in writing by the CHA and HUD, and that no DocuSign Envelope ID: 69F31EDE-4375-42B0-9E70-5B710A66B8FA payment, gratuity or offer of employment shall be made in connection with this Agreement by or on behalf of Contractor to any employee of the CHA; and the Contractor further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions set forth herein shall be voidable as to the CHA. C. That Contractor and its subcontractors, if any, are not in default at the time of the execution of this Agreement, nor, within the last five (5) years, have they been terminated for default on any contract awarded by the CHA. D. That, except only for those representations, statements, or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced Contractor to enter into this Agreement or has been relied upon by Contractor. E. That Contractor has carefully examined and analyzed the provisions and requirements of this Agreement and that it understands the nature of the Services required; F. That Contractor acknowledges that the CHA, in its selection of Contractor to perform the Services hereunder, materially relied upon the Contractor’s proposal submitted in response to the RFP, that the proposal was accurate at the time it was made and that no material changes in it have been nor will be made without the express consent of the CHA; G. That Contractor and, to the best of its knowledge, its subcontractors are not in violation of the provisions of 18 U.S.C. § 666 (a)(2) and other Federal criminal laws applicable to public contracts funded with federal government funds, the Illinois Criminal Code, 720 ILCS 5/33E 1 et seq. (1989), as amended; and the CHA's Ethics Policy, as amended, and during the term of the Agreement will not violate the provisions of such laws and policies. H. That the Contractor has disclosed any and all relevant information to the CHA and Contractor understands and agrees that any certification, affidavit or acknowledgment made under oath or failure to disclose in connection with this Agreement is made under penalty of perjury and, if false, is also cause for termination of this Agreement.

WARRANTIES, REPRESENTATIONS AND COVENANTS. In connection with the execution of this AgreementYou hereby warrant, Contractor warrants represent, covenant and represents to CHAagree as follows: A. That it is financially solvent; (a) You have the right and that it and its employees or agents of any tier are competent to perform the Services required under this Agreement; and that Contractor is legally authorized to execute and perform or cause to be performed the Services under the terms and conditions stated herein. B. That no officer, agent or employee of the CHA is employed by the Contractor or has a financial interest directly or indirectly in this Agreement or the compensation to be paid hereunder, except as may be permitted in writing by the CHA and HUD, and that no payment, gratuity or offer of employment shall be made in connection with this Agreement by or on behalf of Contractor to any employee of the CHA; and the Contractor further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions set forth herein shall be voidable as to the CHA. C. That Contractor and its subcontractors, if any, are not in default at the time of the execution of this Agreement, nor, within the last five (5) years, have they been terminated for default on any contract awarded by the CHA. D. That, except only for those representations, statements, or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced Contractor power to enter into this Agreement or has been relied upon Contract, to grant the rights granted by Contractor. E. That Contractor has carefully examined you to us hereunder, and analyzed the provisions and requirements of this Agreement and that it understands the nature to perform all of the Services requiredterms hereof. Without limiting the generality of the foregoing, no Musical Composition, other Selection or any other material recorded by you shall be subject to any re-recording or other restrictions; F. That Contractor acknowledges that (b) During the CHATerm, you shall become and remain members in its selection good standing of Contractor to perform any labor union or guilds with which we may at any time have an agreement lawfully requiring your membership; (c) All recording sessions for the Services hereunderMasters shall be conducted in all respects in accordance with the terms of the AF of M Phonograph Record Labor Agreement, materially relied of the AFTRA Code for the Phonograph Industry, and of the agreements with all other labor unions and guilds having jurisdiction over the recording of the Masters; (d) None of the following will violate or infringe upon the Contractor’s proposal submitted in response to the RFPrights of any person, that the proposal was accurate at the time it was made firm or corporation, including, without limitation, contractual rights, copyrights, rights of publicity and that no material changes in it have been nor will be made without the express consent rights of the CHA; G. That Contractor and, to the best of its knowledge, its subcontractors are not in violation of the provisions of 18 U.S.C. § 666 (a)(2) and privacy: any name or other Federal criminal laws applicable to public contracts funded with federal government funds, the Illinois Criminal Code, 720 ILCS 5/33E 1 et seq. (1989), as amendedidentification used by you; any Controlled Compositions; any other Selections; and the CHA's Ethics Policyany materials, as amendedideas, or other properties furnished or designated by you and during the term of the Agreement will not violate the provisions of such laws and policies. H. That the Contractor has disclosed any and all relevant information to the CHA and Contractor understands and agrees that any certification, affidavit embodied or acknowledgment made under oath contained in or failure to disclose used in connection with this Agreement is made under penalty the Masters or the packaging of perjury or the advertising for the Phonograph Records embodying the Masters (e) All recordings embodying your performances heretofore have been released commercially in the United States on Phonograph Record; (f) You shall not at any time, directly or indirectly, give or offer to give any consideration of any kind to any radio or television station or network, to any employee thereof, or to any person, firm, or corporation controlling or influencing that station or network's programming for the purpose of securing the broadcast or promotion of any Phonograph Records hereunder; (g) Except as otherwise specifically provided herein, we shall have no obligation hereunder or otherwise to pay any person, firm, or corporation any amounts in connection with the exercise of any of our rights hereunder, including, without limitation, our rights with respect to the recording or exploitation of Master Recordings; and (h) Without limiting the generality of anything contained in the foregoing, if falseyou shall neither authorize the production of, is also cause nor shall you produce for termination of this Agreementor deliver to us, any Master for which the recording method known as "sampling" shall have been utilized to record in that Master any sound or material created, owned or controlled by any third party.

WARRANTIES, REPRESENTATIONS AND COVENANTS. In connection 12.1. On entering into this Agreement and at any time thereafter when you have dealings with us, you represent and warrant to us that: (a) where you are a physical person, you are of sound mind and over 18 years of age and you have no past or present criminal record; (b) where you are a legal entity, such entity is in good standing and is validly existing under the execution laws of its jurisdiction; (c) you are free to enter into this Agreement, Contractor warrants and represents to CHA: A. That it is financially solvent; and that it and its employees or agents of any tier are competent to perform the Services required under this Agreement; and that Contractor is legally authorized to execute and perform or cause to be performed the Services under each of the terms and conditions stated herein. B. That no officer, agent or employee of the CHA is employed by the Contractor or has a financial interest directly or indirectly in this Agreement or the compensation to be paid hereunder, except as may be permitted in writing by the CHA and HUD, contained herein and that no payment, gratuity or offer of employment shall be made in connection with this Agreement by or on behalf of Contractor to any employee of the CHA; and the Contractor further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions set forth herein shall be voidable as to the CHA. C. That Contractor and its subcontractors, if any, you are not in default at the time of the execution of this Agreementrestricted or prohibited, norcontractually or otherwise, within the last five (5) years, have they been terminated for default on any contract awarded by the CHA. D. That, except only for those representations, statements, from entering into or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced Contractor to enter into this Agreement or has been relied upon by Contractor. E. That Contractor has carefully examined and analyzed the provisions and requirements of performing under this Agreement and that it understands the nature your execution of and performance under this Agreement are not a violation or breach of any other agreement between us or any other person or entity; (d) you have complete understanding, and are agreeing with all terms and conditions, of this Agreement; (e) all and any information you provide to us is true, accurate and not misleading; (f) all and any Transactions performed on your Trading Account(s) are in compliance with this Agreement; (g) you are aware of the Services requiredrisks involved in trading the financial instruments that we offer and that any decision that you make to trade them is at your own risk; F. That Contractor acknowledges (h) you are willing and financially able to sustain a total loss of the monies that you deposit with us to open or maintain a position; (i) the CHA, funds that you invest in its selection of Contractor or use to perform the Services hereunderany Transaction hereunder do not represent proceeds of, materially relied upon the Contractor’s proposal submitted are not derived from, and will not be used in response to the RFPany way in, that the proposal was accurate at the time it was made any illegal activity including money laundering and that no material changes in it have been nor will be made without the express consent of the CHAterrorist financing; G. That Contractor and(j) the funds that you invest in or use to perform any Transaction hereunder are free of any lien, charge, pledge or any other encumbrance; (k) no event of Default (as further set out in Section 13) has occurred or is occurring to the best of its knowledge, its subcontractors are not in violation of the provisions of 18 U.S.C. § 666 (a)(2) and other Federal criminal laws applicable you. 12.2. You covenant to public contracts funded with federal government funds, the Illinois Criminal Code, 720 ILCS 5/33E 1 et seq. (1989), as amended; and the CHA's Ethics Policy, as amended, and us that during the term of the this Agreement you will not violate the provisions of such take all reasonable steps to comply with all applicable laws and policies. H. That the Contractor has disclosed any and all relevant information regulations in relation to the CHA and Contractor understands and agrees that any certification, affidavit or acknowledgment made under oath or failure to disclose in connection with this Agreement is made under penalty and you will promptly notify us of: (a) any changes to your information provided to us during the account opening process, including, inter alia, changes to your residential address, name, citizenship etc.; and (b) the occurrence of perjury and, if false, is also cause for termination any event of this AgreementDefault (as further set out in Section 13 and as applicable).