Common use of Additional Representations and Warranties of the Parent Clause in Contracts

Additional Representations and Warranties of the Parent. The Parent represents and warrants on and as of the Closing Date and the Purchase Date, as follows: (a) the Parent has delivered to the Purchaser and the Program Administrator a true, correct and complete copy of each Distribution Plan, Distributor's Contract, Advisory Agreement and each Prospectus in effect and the date of this Agreement each of which is in full force and effect and has not been amended in any manner from the form delivered except: (i) in respects which could not reasonably be expected to give rise to an Adverse Effect or (ii) with the prior written consent of the Program Administrator; and the Fundamental Investment Objectives and Policies relating to each Fund have not been changed in any respect from those set forth in the Prospectus so delivered, except as approved by (1) the board of directors or trustees of such Fund and (2) the shareholders of such Fund; (b) each of the Funds is in compliance with the Fundamental Investment Objectives and Policies relating to such Fund except insofar as noncompliance could not reasonably be expected to give rise to an Adverse Effect and each of the Funds has taken all reasonable steps to eliminate the Year 2000 Problem in its computer applications to the extent the same could reasonably be expected to have an Adverse Effect.; (c) each of the Distributor, the Program Servicer Agent, the Advisor, each Company, the Advisory Agreements, the Distribution Plans, the Distributor's Contracts, the Prospectus of each Fund and the Contingent Deferred Sales Charge arrangements, in each case relating to each Fund, is in compliance in all material respects with Applicable Law, including Rule 12b-l of the Investment Company Act and the Conduct Rules; (d) the Asset Based Sales Charge and Contingent Deferred Sales Charge arrangements relating to the Shares of each Fund and the payments provided for in, and actually being made pursuant to, the Distribution Plan and the Prospectus for each such Fund are fairly and accurately described in the Distribution Plan and Prospectus relating to such Fund; (e) the Parent owns directly or indirectly one hundred percent (100%) of the capital stock of the Advisor, the Program Servicer Agent, and the Distributor; (f) the Distributor is a registered broker-dealer under the Exchange Act, and is a member of the NASD; (g) each Company is registered as an investment company under the Investment Company Act; (h) neither the Advisor, the Distributor, the Program Servicer Agent, any Company nor any Transfer Agent which is a Sponsor Entity is prevented by any Applicable Law from paying the Program Collections directly to the Program Collection Account in accordance with the applicable Irrevocable Payment Instruction; and (i) the Purchased Portfolio Assets relating to each Fund constitute Eligible Portfolio Assets.

Additional Representations and Warranties of the Parent. The Parent represents and warrants on and as of the Closing Date, on the Initial Purchase Funding Date and the each Purchase Date, as follows: (a) the Parent has delivered to the Purchaser and the Program Administrator a true, correct and complete copy of each Distribution Plan, Distributor's Contract, Advisory Agreement and each Prospectus in effect and on the date of this Agreement or, in the case of each Advisory Agreement and each Prospectus, as subsequently amended and delivered to the Purchaser, each of which is in full force and effect and has not been amended in any manner from the form delivered except: (i) in respects which could not reasonably be expected to give rise to an Adverse Effect or (ii) with the prior written consent of the Program Administrator; and the Fundamental Investment Objectives and Policies relating to each Fund have not been changed in any respect from those set forth in the Prospectus so delivered, except as approved by (1) the board of directors or trustees of such Fund and (2) the shareholders of such Fund; (b) each of the Funds is in compliance with the Fundamental Investment Objectives and Policies relating to such Fund except insofar as noncompliance could not reasonably be expected to give rise to an Adverse Effect and each of the Funds has taken all reasonable steps measures, consistent with the practice and custom in the investment management industry, to eliminate the Year 2000 Problem in its computer applications prior to the year 2000, in each case to the extent the same could reasonably be expected to have an Adverse Effect.; (c) each of the Distributor, the Program Servicer Agent, the Advisor, each Company, the each Advisory AgreementsAgreement, the each Distribution PlansPlan, the each Distributor's ContractsContract, the Prospectus of each Fund Fund, each Redemption Feature applicable to the Shares and the each Contingent Deferred Sales Charge arrangementsarrangement applicable to the Shares, in each case relating to each Fund, is in compliance in all material respects with Applicable Law, including Rule 12b-l of the Investment Company Act Act, Rule 12b-1 thereunder and the Conduct Rules, in each case except to the extent the same could reasonably be expected to have an Adverse Effect; (d) the Asset Based Sales Charge and Contingent Deferred Sales Charge arrangements relating to the Shares of each Fund and the payments provided for in, and actually being made pursuant to, the Distribution Plan and the Prospectus for each such Fund are fairly and accurately described in the Distribution Plan and Prospectus relating to such Fund; (e) the Parent owns directly or indirectly one hundred percent (100%) of the capital stock of the Advisor, the Program Servicer Agent, Advisor and the Distributor; (f) the Distributor is a registered broker-dealer under the Exchange Act, and is a member of the NASD; (g) each Company is registered as an investment company under the Investment Company Act; (h) neither the Advisor, the Distributor, the Program Servicer Agentany Company, any Company Fund nor any Transfer Agent which is a Sponsor Entity is prevented by any Applicable Law from paying the Program Collections directly to the Program Collection Account in accordance with the applicable Irrevocable Payment Instruction; and (ih) the Purchased Portfolio Assets relating to each Fund constitute Eligible Portfolio Assets.

Additional Representations and Warranties of the Parent. The Parent represents and warrants on and as of the Closing Date date hereof and the on and as of each Purchase Date, as follows: (a) attached hereto as Exhibits C, D, E, F and G, respectively, are true, correct and complete copies of each Distribution Agreement, each Prospectus, each Distribution Plan, each Principal Shareholder Servicer's Agreement and each Shareholder Servicer's Agreement in effect on the Parent has delivered to the Purchaser date of this Agreement and the Program Administrator a true, correct and complete copy of each Distribution Plan, Distributor's Contract, Advisory Agreement and each Prospectus in effect and has been delivered to the Program Agent on or before the date of this Agreement hereof, such Program Documents are each of which is in full force and effect and has have not been amended or modified in any manner from after the form delivered except: date hereof without the written consent of the Program Agent, except (i) in respects respect of the Prospectuses, for such amendments or modifications which do not affect any Fundamental Investment Objectives set forth in Schedule IV hereto or any CDSC arrangement and which could not reasonably be expected to give rise to an a Material Adverse Effect or Effect, and (ii) with the prior written consent in respect of the Program Administrator; and the Fundamental Investment Objectives and Policies relating to each Fund have not been changed in any respect from those set forth in the Prospectus so deliveredAdvisory Agreements, except as approved by (1) the board of directors for such amendments or trustees of such Fund and (2) the shareholders of such Fund; (b) each of the Funds is in compliance with the Fundamental Investment Objectives and Policies relating to such Fund except insofar as noncompliance modifications which could not reasonably be expected to give rise to an a Material Adverse Effect and Effect; (b) each of the Companies, each of the Funds has taken all reasonable steps and each Advisor is in compliance with the Fundamental Investment Objectives relating to eliminate the Year 2000 Problem in its computer applications to the extent the same could reasonably be expected to have an Adverse Effect.each Fund; (c) each of the Distributor, the Program Servicer AgentPrincipal Shareholder Servicer, the Shareholder Servicer, the Seller, the Transferor, each Advisor, the Servicer, each CompanyCompany and each Advisory Agreement, the Advisory Agreementseach Distribution Plan, the each Distribution PlansAgreement, the Distributoreach Principal Shareholder Servicer's ContractsAgreement, the each Shareholder Servicer's Agreement, each Prospectus of each Fund and the Contingent Deferred Sales Charge arrangements, in each case CDSC arrangements relating to each Fund, is in compliance in all material respects with Applicable Law, including Rule 12b-l 12b-1 of the Investment Company Act and the Conduct Rules; (d) the Asset Based Sales Charge Charge, CDSC and Contingent Deferred Sales Charge Shareholder Servicing Fee arrangements relating to the Shares of each Fund and the payments provided for in, and actually being made pursuant to, the Distribution Plan and the Prospectus for each such Fund are fairly and accurately described in the Distribution Plan Plan, the Distribution Agreement, the Principal Shareholder Servicer's Agreement, the Shareholder Servicer's Agreement and Prospectus relating to such Fund; (e) the Parent owns directly or indirectly one hundred percent (100%) is the indirect record and beneficial owner of all of the outstanding shares of capital stock of the AdvisorSeller, the Program Transferor, the Shareholder Servicer Agent, and the Distributor; (f) the Distributor is a registered broker-dealer under the Exchange Act, and is a member of the NASD; (g) each Advisor is a registered investment adviser under the Investment Advisers Act; (h) no Advisor is in breach of any of its representations, warranties or material covenants or agreements set forth in the Advisory Agreements to which it is a party; (i) each Company is registered as an investment company under the Investment Company Act;; and (hj) neither the AdvisorSeller, the Transferor, the Distributor, the Program Servicer Agent, any Company nor any Transfer Agent which is a Sponsor Entity is prevented by any Applicable Law from paying the Program Collections directly to or the Program Collection Account Related Collections strictly in accordance with the applicable Irrevocable Payment Instruction; and (i) the Purchased Portfolio Assets relating to each Fund constitute Eligible Portfolio Assets.

Additional Representations and Warranties of the Parent. The Parent represents and warrants on and as of the Closing Date date hereof and the on and as of each Purchase Date, as follows: (a) attached hereto as Exhibits C, D, E, F and G, respectively, are true, correct and complete copies of each Distribution Agreement, each Prospectus, each Distribution Plan, each Principal Shareholder Servicer’s Agreement and each Shareholder Servicer’s Agreement in effect on the Parent has delivered to the Purchaser date of this Agreement and the Program Administrator a true, correct and complete copy of each Distribution Plan, Distributor's Contract, Advisory Agreement and each Prospectus in effect and has been delivered to the Program Agent on or before the date of this Agreement hereof, such Program Documents are each of which is in full force and effect and has have not been amended or modified in any manner from after the form delivered except: date hereof without the written consent of the Program Agent, except (i) in respects respect of the Prospectuses, for such amendments or modifications which do not affect any CDSC arrangement and which could not reasonably be expected to give rise to an a Material Adverse Effect or Effect, and (ii) with the prior written consent in respect of the Program Administrator; and the Fundamental Investment Objectives and Policies relating to each Fund have not been changed in any respect from those set forth in the Prospectus so deliveredAdvisory Agreements, except as approved by (1) the board of directors for such amendments or trustees of such Fund and (2) the shareholders of such Fund; (b) each of the Funds is in compliance with the Fundamental Investment Objectives and Policies relating to such Fund except insofar as noncompliance modifications which could not reasonably be expected to give rise to an a Material Adverse Effect and Effect; (b) each of the Companies, each of the Funds has taken all reasonable steps and each Advisor is in compliance with the Fundamental Investment Objectives relating to eliminate the Year 2000 Problem in its computer applications to the extent the same could reasonably be expected to have an Adverse Effect.each Fund; (c) each of the Distributor, the Program Servicer AgentPrincipal Shareholder Servicer, the Shareholder Servicer, the Seller, the Transferor, each Advisor, the Servicer, each CompanyCompany and each Advisory Agreement, the Advisory Agreementseach Distribution Plan, the each Distribution PlansAgreement, the Distributor's Contractseach Principal Shareholder Servicer’s Agreement, the each Shareholder Servicer’s Agreement, each Prospectus of each Fund and the Contingent Deferred Sales Charge arrangements, in each case CDSC arrangements relating to each Fund, is in compliance in all material respects with Applicable Law, including Rule 12b-l 12b-1 of the Investment Company Act and the Conduct Rules; (d) the Asset Based Sales Charge Charge, CDSC and Contingent Deferred Sales Charge Shareholder Servicing Fee arrangements relating to the Shares of each Fund and the payments provided for in, and actually being made pursuant to, the Distribution Plan and the Prospectus for each such Fund are fairly and accurately described in the Distribution Plan Plan, the Distribution Agreement, the Principal Shareholder Servicer’s Agreement, the Shareholder Servicer’s Agreement and Prospectus relating to such Fund; (e) the Parent owns directly or indirectly one hundred percent (100%) is the indirect record and beneficial owner of all of the outstanding shares of capital stock of the AdvisorSeller, the Program Transferor, the Shareholder Servicer Agent, and the Distributor; (f) the Distributor is a registered broker-dealer under the Exchange Act, and is a member of the NASD; (g) each Advisor is a registered investment adviser under the Investment Advisers Act; (h) no Advisor is in breach of any of its representations, warranties or material covenants or agreements set forth in the Advisory Agreements to which it is a party; (i) each Company is registered as an investment company under the Investment Company Act;; and (hj) neither the AdvisorSeller, the Transferor, the Distributor, the Program Servicer Agent, any Company nor any Transfer Agent which is a Sponsor Entity is prevented by any Applicable Law from paying the Program Collections directly to or the Program Collection Account Related Collections strictly in accordance with the applicable Irrevocable Payment Instruction; and (i) the Purchased Portfolio Assets relating to each Fund constitute Eligible Portfolio Assets.