Common use of TITLE TO SECURITIES; RESTRICTED SHARES Clause in Contracts

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents that, upon delivery of Deposit Securities to the Custodian, the Fund will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges, and encumbrances, and not subject to any adverse claims, including without limitation any restrictions upon the sale or transfer of such securities imposed by either (i) any agreement or arrangement entered into by the Participant in connection with a Purchase Order or (ii) any provision of the 1933 Act, and any regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration) or of the applicable laws or regulations of any other applicable jurisdiction). The Participant also represents that no such securities are “restricted securities” as such term is used in Rule 144(a)(3)(i) under the 1933 Act. The Distributor represents (on behalf of itself and the Trust) that, upon delivery of Creation Units to the Participant, the Participant will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges, and encumbrances, and not subject to any adverse claims, including without limitation any restrictions upon the sale or transfer of such securities imposed by any agreement or arrangement entered into by the Distributor or the Trust in connection with a Purchase Order.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents that, upon delivery and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the Custodian and/or any relevant Sub-Custodian, in connection with a Purchase Order (i) will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, (ii) at the time of delivery, the Fund will acquire good and unencumbered title to such securitiesDeposit Securities, free and clear of all liens, restrictions, charges, charges and encumbrances, and not be subject to any adverse claims, including without limitation any restrictions upon the sale or transfer of such securities imposed by either (ia) any agreement or arrangement entered into by the Authorized Participant in connection with a Purchase Order (including, but not limited to, any repurchase agreement or securities lending or borrowing agreement) or (iib) any provision of the 1933 Act, and any regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration) ), or of the applicable laws or regulations of any other applicable jurisdiction). The Participant also represents that no such securities are “restricted securities” as such term is used in Rule 144(a)(3)(i) under the 1933 Act. The Distributor represents (on behalf of itself and the Trust) that, upon delivery of Creation Units to the Participant, the Participant will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges, and encumbrances, and not subject to any adverse claims, including without limitation any restrictions upon the sale or transfer of such securities imposed by any agreement or arrangement entered into by the Distributor or the Trust in connection with a Purchase Order.

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents that, upon delivery and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the Custodiancustodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such securitiesDeposit Securities, free and clear of all liens, restrictions, charges, charges and encumbrances, and not be subject to any adverse claims, including without limitation any restrictions upon the sale or transfer of such securities imposed by either (i) any agreement or arrangement entered into by the Participant or any party for which it is acting in connection with a Purchase Order Creation Order; or (ii) any provision of the 1933 Act, and any regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration) ), or of the applicable laws or regulations of any other applicable jurisdiction). The In particular, the Participant also represents on behalf of itself and any party for which it acts that no such securities are “restricted securities” as such term is used in Rule 144(a)(3)(i) under the 1933 Act. The Distributor represents (on behalf of itself and the Trust) that, upon delivery of Creation Units to the Participant, the Participant will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges, and encumbrances, and not subject to any adverse claims, including without limitation any restrictions upon the sale or transfer of such securities imposed by any agreement or arrangement entered into by the Distributor or the Trust in connection with a Purchase Order.