Client. Client represents, warrants and covenants to Agent that: (a) it is a statutory trust duly organized and validly existing under the laws of its state of incorporation; (b) 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 hereafter, when issued, shall have been duly authorized, validly issued and fully paid and will be non- assessable; (c) the Shares issued and outstanding will be duly registered under the Securities Act of 1933, as amended (the "Securities Act"), and such registration will have become effective, or are exempt from such registration; and will be duly registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or are exempt from such registration; (d) any Shares to be issued hereafter, when issued, shall have been duly registered under the Securities Act, and such registration shall have become effective, or shall be exempt from such registration; and shall have been duly registered under the Exchange Act, or shall be exempt from such registration; (e) Client has paid or caused to be paid all taxes, if any, that were payable upon or in respect of the original issuance of the Shares issued and outstanding on the date hereof; (f) the use of facsimile signatures by Agent in connection with the countersigning and registering of Share certificates of Client has been duly authorized by Client and is valid and effective; (g) the execution and delivery of this Agreement, and the issuance and any subsequent transfer of the Shares in accordance with this Agreement, 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 Amended and Restated Agreement