Common use of Additional Representations, Warranties and Covenants Clause in Contracts

Additional Representations, Warranties and Covenants. Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that it has full power and authority under applicable law, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and (c) it is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as such. (d) it will ensure that either it, its affiliates or another person other than Distributor is the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor or its affiliates for any breach of this subsection. (e) it is a member of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Act.

Additional Representations, Warranties and Covenants. Each party represents that it is free Borrower and Guarantor, jointly and severally, represents, warrants and covenants with and to enter into this Agreement Agent and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other personLenders as follows, corporation or other entity. Each party represents that it has full power which representations, warranties and authority under applicable lawcovenants are continuing and shall survive the execution and delivery hereof, and has taken all action necessary to enter into the truth and perform this Agreement and accuracy of, or compliance with each, together with the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionallyrepresentations, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, warranties and covenants thatin the other Financing Agreements, being a continuing condition of the making of Loans by Agent or any Lender to Borrowers: (a) it This Amendment has been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is registered a party hereto and, if necessary, their respective members or stockholders, as a transfer agent pursuant to Section 17A the case may be, and are in full force and effect as of the Securities Exchange Act of 1934date hereof, as amended (the "1934 Act")case may be, or is not required to be registered as such;and the agreements and obligations of Borrowers and Guarantors contained herein constitute legal, valid and binding obligations of Borrowers and Guarantors enforceable against them in accordance with their terms. (b) As of the arrangements provided for date hereof, all of the representations and warranties set forth in this the Loan Agreement will be disclosed and the other Financing Agreements are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the Plan Representatives; andextent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date. (c) it is registered as a broker-dealer under Neither the 1934 Act execution, delivery and performance of this Amendment, nor the consummation of any of the transactions contemplated herein (i) are in contravention of law or any applicable state securities lawsindenture, oragreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound (including without limitation the Note Indenture) or (ii) violates any provision of the certificate of incorporation, including as a result certificate of entering into and performing the services set forth in this Agreementformation, is not required to be registered as suchoperating agreement, by-laws or other governing documents of any Borrower or Guarantor. (d) it will ensure that either it, its affiliates No Default or another person other than Distributor Event of Default exists or has occurred and is continuing as of the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor or its affiliates for any breach date of this subsection. (e) it is a member of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities ActAmendment.

Additional Representations, Warranties and Covenants. Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that Plan Provider further represents, warrants, and covenants that: (a) it has full power and authority under applicable law, and has taken all action necessary necessary, to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that:; (ab) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as suchexempt from such registration; (bc) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and; (cd) it is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as such.exempt from such registration; and (de) it will ensure that either it, its affiliates or another person other than Distributor is the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor or its affiliates for any breach of this subsection. (e) it is a member of the National Securities Clearing Corporations ("NSCC") and has when executed and filed delivered, shall constitute the standard NSCC Fund/SERV Agreement with the NSCC valid, legal and will abide by its terms and the applicable rules. binding obligation of Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement Provider, enforceable in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both partiesits terms. Distributor further represents, warrants and covenants, that: (a) it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement; (b) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and; (bc) the Funds' advisors advisor(s) are registered as an investment advisors adviser under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the Investment Company Act of 1940 Act and Fund Shares are registered under the Securities ActAct of 1933; and (d) this Agreement, when executed and delivered, shall constitute the valid, legal and binding obligation of Distributor, enforceable in accordance with its terms.

Additional Representations, Warranties and Covenants. Each party represents that it is free of Borrower and Guarantor, jointly and severally, represents, warrants and covenants with and to enter into this Agreement Agent and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other personLenders as follows, corporation or other entity. Each party represents that it has full power which representations, warranties and authority under applicable lawcovenants are continuing and shall survive the execution and delivery hereof, and has taken all action necessary to enter into the truth and perform this Agreement and accuracy of, or compliance with each, together with the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionallyrepresentations, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, warranties and covenants thatin the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrower: (a) it this Amendment has been duly authorized, executed and delivered by all necessary action on the part of Borrower and Guarantor which is registered as a transfer agent pursuant to Section 17A party hereto and, if necessary, its stockholders or members, and the agreements and obligations of Borrower and Guarantor contained herein constitute the Securities Exchange Act legal, valid and binding obligations of 1934, as amended (the "1934 Act"), or is not required to be registered as suchBorrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective terms; (b) No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the arrangements provided for Senior Note Trustee), is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Agreement will Amendment; (c) neither the execution and delivery of this Amendment, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof (i) does or shall conflict with or result in the breach of, or constitute a default in any respect under any mortgage, deed of trust, security agreement or other agreement, document or instrument to which Borrower or Guarantor is a party or may be disclosed to bound (including, without limitation, the Plan RepresentativesSenior Note Indenture), or (ii) shall violate any provision of the certificate of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of Borrower or Guarantor; and (cd) it is registered as a broker-dealer under after giving effect to the 1934 Act or any applicable state securities laws, or, including as a result of entering into amendments and performing the services waiver set forth in this Agreementherein, is not required to be registered as such. (d) it will ensure that either it, its affiliates or another person other than Distributor is of the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor or its affiliates for any breach date of this subsection. (e) it Amendment, no Default or Event of Default exists or has occurred and is a member of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Actcontinuing.

Additional Representations, Warranties and Covenants. Each of Lessor and Lessee represents, warrants and covenants to each other all of the following: (a) such party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, a corporation or other entity. Each party represents that legal entity duly organized, validly existing and in good standing under the laws of the state in which it has full power and authority under applicable lawis incorporated or domiciled, and is duly qualified and authorized to do business wherever the nature of its activities or the ownership of its properties require such qualification and authorization; (b) such party has taken all action necessary the full power, authority and legal right to enter into execute, deliver and perform the terms of this Agreement Lease; and the person executing this Agreement on its behalf is Lease has been duly authorized by all necessary corporate or other applicable action of such party and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal constitutes a valid and binding obligationobligation of such party, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and (c) it there is registered as a broker-dealer under no law, nor any charter or bylaw provision of such party, nor any provision in any existing mortgage, indenture, contract or agreement binding upon such party which would be contravened by the 1934 Act execution, delivery or any applicable state securities laws, or, including as a result performance by such party of entering into and performing the services set forth in this Agreement, is not required to be registered as such. Lease; (d) it no consent of the shareholders, or of any trustee or holder of any indebtedness of such party is or will ensure that either it, its affiliates or another person other than Distributor is be required as a condition to the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor or its affiliates for any breach validity of this subsection. Lease, or if required, all such consents have been obtained and duly certified copies thereof shall be delivered to the other party; and (e) it no registration with, or approval of, any governmental agency or commission is a member necessary for the execution, delivery or performance by such party of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of this Lease or for the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further representsvalidity and enforceability thereof or with respect to the obligations of such party hereunder, warrants or if required, all such registrations and covenants, that: (a) it is registered as a broker-dealer under approvals have been or will be duly made or obtained and certified copies thereof shall be delivered to the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Actother party.

Additional Representations, Warranties and Covenants. Each party represents that it is free Borrower, jointly and severally, represents, warrants and covenants with and to enter into this Agreement Agent and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other personLenders as follows, corporation or other entity. Each party represents that it has full power which representations, warranties and authority under applicable lawcovenants are continuing and shall survive the execution and delivery hereof, and has taken all action necessary to enter into the truth and perform this Agreement and accuracy of, or compliance with each, together with the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionallyrepresentations, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, warranties and covenants thatin the other Loan Documents, being a continuing condition of the making of Loans by Lenders to Borrowers: (a) it is registered as a transfer agent pursuant to Section 17A of this Amendment and the Securities Exchange Act of 1934other agreements, as amended (the "1934 Act"), or is not required documents and instruments to be registered as suchexecuted and/or delivered by any Borrower in connection herewith or related hereto (together with this Amendment, collectively, the “Amendment Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each Borrower which is a party hereto and thereto and, if necessary, its stockholders and the agreements and obligations of Borrowers contained herein and therein constitute legal, valid and binding obligations of each Borrower enforceable against such Borrower in accordance with their respective terms; (b) neither the arrangements provided for execution and delivery of this Amendment, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof (i) does or shall conflict with or result in this Agreement will the breach of, or constitute a default in any respect under, any mortgage, deed of trust, security agreement, agreement or instrument to which any Borrower is a party or may be disclosed to bound, or (ii) shall violate any provision of the Plan RepresentativesCertificate of Incorporation or By-Laws of any Borrower; and (c) it is registered as a broker-dealer under of the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as such. (d) it will ensure that either it, its affiliates or another person other than Distributor is the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor or its affiliates for any breach date of this subsection. (e) it is a member Amendment, no Default or Event of the National Securities Clearing Corporations ("NSCC") and Default exists or has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Actoccurred.

Additional Representations, Warranties and Covenants. (a) Each party represents that represents, warrants and covenants that: (i) it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that ; (ii) it has full power and authority under applicable law, law and has taken all action necessary to enter into and perform this Agreement Agreement; and the person executing this Agreement on its behalf is duly authorized (iii) it shall comply with all applicable federal and empowered to execute state laws and deliver this Agreement. Additionallyregulations, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan including securities laws. (b) The Service Provider further represents, warrants, warrants and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) that the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; andthrough the Plan Representative. (c) it is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as such. (d) it will ensure that either it, its affiliates or another person other than Distributor is the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor or its affiliates for any breach of this subsection. (e) it is a member of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor Company further represents, warrants and covenants, covenants that: : (ai) this Agreement shall constitute a valid and binding obligation of Company and each Fund enforceable against them in accordance with its terms; (ii) it is registered as and shall remain a broker-/dealer under registered with the Securities and Exchange Commission ("SEC") pursuant to the Securities and Exchange Act of 1934 Act and any applicable state securities lawsa member in good standing of the National Association of Securities Dealers ("NASD"); and (biii) the Funds' advisors advisers(s) are duly registered as investment advisors advisers under the Investment Advisers Act of 19401940 or are exempt from the requirements of such registration, the Funds are duly registered as investment companies under the 1940 Investment Company Act of 1940, and Fund Shares the shares of the Funds are duly registered under the Securities ActAct of 1933; (iv) the shares of each of the Funds are registered or otherwise qualified for sale to the public in all states of the United States except as may be disclosed in writing by company to Service Provider on at least five days' notice; (v) it and each of the Funds shall comply with any law or regulation of applicable regulatory authorities including, without limitation, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 and the rules and regulations thereunder, as well as the applicable Rules of Fair Practice of the NASD and the laws of the states and other jurisdictions in which such Funds are registered or otherwise qualified for sale to the public; and (vi) any advertising or sales literature that it provides to the Service Provider with respect to the Funds shall have satisfied all requirements of law and regulation including, without limitation, any requirements of filing with the SEC, NASD or other entity.

Additional Representations, Warranties and Covenants. Each party represents that it is free Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to enter into this Agreement Agent and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other personLenders as follows, corporation or other entity. Each party represents that it has full power which representations, warranties and authority under applicable lawcovenants are continuing and shall survive the execution and delivery hereof, and has taken all action necessary to enter into the truth and perform this Agreement and accuracy of, or compliance with each, together with the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionallyrepresentations, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, warranties and covenants thatin the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers: (a) it This Amendment and the other Financing Agreements executed and/or delivered by any Borrower or Guarantor in connection herewith (together with this Amendment, the “Amendment Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is registered a party hereto and, if necessary, their respective members or stockholders, as a transfer agent pursuant to Section 17A the case may be, and is in full force and effect as of the Securities Exchange Act of 1934date hereof, as amended the case may be, and the agreements and obligations of Borrowers and Guarantors contained herein or therein constitute legal, valid and binding obligations of Borrowers and Guarantors enforceable against them in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the "1934 Act"enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), or is not required to be registered as such;. (b) As of the arrangements provided for date hereof, all of the representations and warranties set forth in this the Loan Agreement will be disclosed and the other Financing Agreements are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the Plan Representatives; andextent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date. (c) it As of the date hereof, no Default or Event of Default exists or has occurred and is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as suchcontinuing. (d) it will ensure that either itNeither the execution, delivery and performance of this Amendment or any other Amendment Document in connection therewith, nor the consummation of any of the transactions contemplated herein or therein (i) are in contravention of law or any indenture, agreement or undertaking (including the Indenture) to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its affiliates property are bound or another person other than Distributor is (ii) violates any provision of the registered broker-dealer for any transaction made pursuant to this Certificate of Incorporation, Certificate of Formation, Operating Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that By-Laws or other governing documents of any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor Borrower or its affiliates for any breach of this subsection. (e) it is a member of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities ActGuarantor.

Additional Representations, Warranties and Covenants. Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that it has full power and authority under applicable law, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further PIH hereby represents, warrants, and covenants to and in favor of FedNat that: (a) it PIH has all requisite capacity, power and authority to enter into and perform PIH’s obligations under this Agreement. No filing with, and no permit, authorization, consent or approval of, any Person is registered as a transfer agent pursuant to Section 17A necessary on the part of PIH for the execution, delivery and performance of this Agreement by PIH or the consummation by PIH of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such;transactions and agreements contemplated hereby. (b) This Agreement has been duly executed and delivered by PIH and the arrangements provided for in execution, delivery and performance of this Agreement will be disclosed to by PIH and the Plan Representatives; andconsummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of PIH. (c) it is registered as a broker-dealer under Assuming the 1934 Act or any applicable state securities lawsdue authorization, orexecution and delivery of this Agreement by FedNat, including as a result this Agreement constitutes the valid and binding agreement of entering into and performing the services set forth PIH, enforceable against PIH in this Agreement, is not required to be registered as suchaccordance with its terms. (d) it will ensure Except as contemplated by this Agreement, PIH has not been a party to any grant of proxy or power of attorney, deposited any of its Voting Securities into a voting trust or similar arrangement, entered into any Contract with any Person (including, without limitation, any voting agreement or similar arrangement), or otherwise, granted, delegated or otherwise assigned any of its voting power as a holder of Voting Securities, whether directly or indirectly, in any manner that either itis inconsistent with PIH’s obligations under this Agreement. Neither the execution and delivery of this Agreement by PIH nor the consummation by PIH of the transactions and agreements contemplated hereby or compliance by PIH with any of the provisions hereof shall: (i) conflict with or violate any provision of the organizational documents of PIH; (ii) result in any breach or violation of, its affiliates or another person other than Distributor constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on any property or asset of PIH pursuant to any Contract to which PIH is the registered broker-dealer a party or by which PIH or any property or asset of PIH is bound or affected; or (iii) violate any law or judgment, order, injunction, ruling or decree of any Governmental Entity applicable to PIH or any of PIH’s properties or assets. (e) Except for any transaction made restrictions in favor of FedNat pursuant to this Agreement and in any other agreement entered into by PIH in connection with the Transactions, and except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States, PIH is the sole record and beneficial owner of all of PIH’s Voting Securities, in each case free and clear of Liens, and has the full and exclusive power to vote or direct the vote with respect to the Voting Securities. As used in this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, terms “beneficial owner,” “beneficially own” and that any such registered broker-dealer “beneficial ownership” shall have the appropriate selling group agreement with Distributor meaning set forth in place at Rule 13d-3 promulgated by the SEC under the Exchange Act; provided, that, for purposes of determining whether a Person is a beneficial owner of any Voting Securities, a Person shall be deemed to be the beneficial owner of any Voting Securities which may be acquired by such Person pursuant to any Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such Voting Securities is exercisable immediately or only after the passage of time, including the passage of time in excess of sixty (60) days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing). (f) There is no Action pending or, to the knowledge of PIH, threatened, against or affecting such transaction occurs. FurtherParty before or by any Governmental Entity, Plan Provider will provide indemnification except, as is not, and would not reasonably be, expected, either individually or in the aggregate, to Distributor or its affiliates for impair the ability of PIH to perform PIH’s obligations hereunder in any breach respect. (g) PIH understands and acknowledges that FedNat is entering into the Purchase Agreement in reliance upon PIH’s execution and delivery of this subsection. (e) it is a member of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents representations, warranties, covenants, and warrants agreements of PIH contained herein. (h) PIH shall not take any action that it would make any representation or an affiliate is a member warranty of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants PIH contained herein untrue or incorrect in any material respect, or that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties would prohibit PIH from performing all of PIH’s covenants and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Actcontained herein.

Additional Representations, Warranties and Covenants. (A) Each party represents and agrees that (a) in connection with this Transaction and all related or contemporaneous sales and purchases of Shares by either party, the Company, or in the case of Bear Stearns , the person(s) that directly influences the spexxxxx xrading decisions of Bear Stearns, has complied and will comply with the applicablx xxxxxsions of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, and the rules and regulations thereunder, including, without limitation, Rules 10b-5 and 13e and Regulation M under the Exchange Act; provided that each party shall be entitled to rely conclusively on any written information communicated by the other party concerning such other party's market activities; and (b) it is free an "eligible contract participant" (as such term is defined in Section 1a(12) of the Commodity Exchange Act, as amended (the "CEA")). (B) In addition to enter into this the representations, warranties and covenants in the Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other personthose contained herein, corporation or other entity. Each party represents that it has full power and authority under applicable lawas of the Trade Date, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further Company represents, warrants, warrants and covenants to Bear Stearns that: (ax) it is registered as a transfer agent pursuant to Section 17A xxe purchase or writing of the Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the "1934 ActEXCHANGE ACT"), provided that no representation, warranty or covenant is not required made in this Section 5(B)(a) with respect to be registered as suchactivities of Bear Stearns or any of its affiliates that are related to or xxx xxxtemporaneous with the purchase and writing of the Transaction; (b) it is not entering into the arrangements provided for in this Agreement will be disclosed Transaction on the basis of, and is not aware of, any material non-public information with respect to the Plan Representatives; andShares or in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer; (c) it prior to the Trade Date, neither the Company nor any of its affiliates has taken any action which is registered as a broker-dealer under designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the 1934 Act or price of any applicable state securities laws, or, including as a result security of entering into and performing the services set forth Company in this Agreement, is not required to be registered as such.connection with the offering of the [ ]% Senior Convertible Notes due 2027 (the "CONVERTIBLE NOTES"); (d) notwithstanding the generality of Section 13.1 of the Equity Definitions, it will ensure acknowledges that either it, its affiliates or another person other than Distributor is the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor Bear Stearns is not responsible for determining whether Shares are suitable investments for making any representations or warranties xxxx xxspect to the participantstreatment of the Transaction under FASB Statements 133, and that as amended, or 150, EITF 00-19 (or any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor successor issue statements) or its affiliates for any breach of this subsection. under FASB's Liabilities & Equity Project; (e) the Company shall report the Transaction as required under Regulation S-K and/or Regulation S-B under the Exchange Act, as applicable; (f) prior to the Trade Date, Company shall deliver to Bear Stearns a resolution of Company's board of directors autxxxxxxxg the Transaction and such other certificate or certificates as Bear Stearns shall reasonably request; (g) on the Trade Date (A) xxx xxsets of Company at their fair valuation exceed the liabilities of Company, including contingent liabilities, (B) the capital of Company is adequate to conduct the business of Company and (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it is will, incur debt beyond its ability to pay as such debts mature; (h) the Company understands that no obligations of Bear Stearns to it hereunder will be entitled to the benefit xx xxxxsit insurance or SIPC and that such obligations will not be guaranteed by any affiliate of Bear or any governmental agency; (i) the Company shall, on any day on which the Company effects any repurchase of Shares, give Bear Stearns a member written notice of the National Securities Clearing Corporations such repurchase (a "NSCCREPURCHAXX XXXXCE") and has executed and filed on such day, and, if such notice relates to material non-public information at the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further representstime, warrants and covenantssimultaneously publicly announce such information, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940if following such repurchase, the Funds are registered Notice Percentage as investment companies under the 1940 Act and Fund Shares are registered under the Securities Act.determined on such day is (i)

Additional Representations, Warranties and Covenants. Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that it has full power and authority under applicable law, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and (c) it is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as such. (d) it will ensure that either it, its affiliates or another person other than Distributor is the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor or its affiliates for any breach of this subsection. . (e) it is a member of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Act.

Additional Representations, Warranties and Covenants. Each party represents that it Correspondent makes to GMACM in connection with this Agreement, all of the representations, warranties, and covenants set forth in the Correspondent Manual and herein which representations, covenants and warranties shall be true at the time of the execution hereof, as well as at the time of registration of each Loan, at the time of delivery and which shall survive the purchase of each Loan by GMACM. (a) Correspondent is free a corporation duly organized and validly existing in good standing in the jurisdiction of its chartering or incorporation, and Correspondent and each of its directors, officers, agents, and employees have acquired and will, during the term of this Agreement, maintain all necessary licenses and qualifications to transact its business. Correspondent shall submit to GMACM copies of all such licenses as requested by GMACM.‌ (b) Correspondent has all necessary corporate authority and has taken all required corporate action to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that it has full power and authority under applicable law, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; andtransactions contemplated hereunder. (c) it Correspondent is registered as a brokermortgagee approved, and will remain approved, by the Federal Housing Administration of the Department of Housing and Urban Development (FHA), the Department of Veterans Affairs (VA), and/or any governmental or quasi-dealer under governmental agency or insurer which is engaged in the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as such.mortgage lending Industry.‌ (d) The execution and delivery of this Agreement by Correspondent and the obligations which it will ensure that either it, its affiliates or another person other than Distributor is the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participantsperform hereunder do not, and that will not, violate any such registered broker-dealer shall have provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, award or contract having applicability to Correspondent or the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor articles of incorporation or its affiliates for any breach bylaws of this subsection. Correspondent. (e) it is This Agreement constitutes, when duly executed and delivered by Correspondent, a member legal, valid, and binding obligation of Correspondent, enforceable against Correspondent according to its terms.‌ (f) There are no actions, suits, or proceedings pending or threatened against or affecting Correspondent or the properties of the National Securities Clearing Corporations ("NSCC") and has executed and filed Correspondent before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which if determined adversely to Correspondent, would have a material adverse effect on the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it financial condition, properties, or an affiliate is a member operations of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will Correspondent or upon Correspondent's ability to perform its duties hereunder. (g) Correspondent agrees to make current audited financial statements available to GMACM upon request, and obligations in any case, within ninety (90) days after the completion of each fiscal year of correspondent. GMACM will rely on these statements as part of its determination of whether to continue to purchase Loans under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further represents, warrants and covenants, that:Agreement. (ah) Correspondent agrees it is registered as a broker-dealer under will not use for its own benefit or will not disclose to any person or entity confidential information relating to GMACM which it has acquired or which it may acquire during the 1934 Act and any applicable state securities laws; andterm of this Agreement.‌ (bi) the Funds' advisors are registered Correspondent has in full force and effect and will continue to maintain a fidelity bond and an errors and omissions policy or policies or mortgage banker's blanket bond covering all its activities hereunder, with terms acceptable to FNMA and FHLMC and shall provide to GMACM, on an annual basis or as investment advisors under the Investment Advisers Act of 1940required by GMACM, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Actsatisfactory evidence thereof.

Additional Representations, Warranties and Covenants. Each party represents that (a) it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that ; (b) it has full power and authority under applicable law, and has taken all action necessary necessary, to enter into and perform this Agreement; (c) it is, and will continue to be, a member of the NSCC or otherwise have access to NSCC facilities; (d) all trades, confirmations and other information provided by one party to the other party through DCC&S and Fund/SERV and pursuant to this Agreement shall be accurate, complete and, in the format prescribed by the NSCC. Each party shall adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through Fund/SERV and to limit the access to, and the person executing this Agreement on its behalf is inputting of data into, Fund/SERV to persons specifically authorized by such party; and (e) it has duly authorized executed and empowered to execute and deliver this Agreement. Additionally, each party represents that this delivered the Standard Networking Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance has filed such Agreement with its termsthe NSCC. Plan Provider NFS further represents, warrants, and covenants that: (a) the arrangements provided for in this agreement will be disclosed to the Plans though their representatives to the extent required by law; (b) it will not be a “fiduciary” of any Plan with respect to the provisions of Services or the with respect to the Plan’s purchase of Fund shares, as such term is registered as a transfer agent pursuant to Section 17A defined in section 3(21) of the Securities Exchange Employee Retirement Income Security Act of 1934, 1974 (ERISA) and Section 4975 of the Code; (c) the receipt of Service Fees described in Section 9 hereof by NFS will not constitute a prohibited transaction as amended such term is defined in Section 406 of the ERISA and Section 4975 of the Code; and (the "1934 Act"), or d) it is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and (c) it is registered as a broker-broker dealer or transfer agent under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services Services set forth in this Agreement, is not required to be registered as such. (d) it will ensure that either it, its affiliates or another person other than Distributor is the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor or its affiliates for any breach of this subsection. (e) it is a member of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Act.

Additional Representations, Warranties and Covenants. Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that it has full power and authority under applicable law, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and (c) it is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as such. (d) it will ensure that either it, its affiliates or another person other than Distributor is the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor or its affiliates for any breach of this subsection. (e) it is a member of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further Borrower represents, warrants and covenantscovenants with and to Agent and Lenders as follows, thatwhich representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders (or Agent on behalf of Lenders) to Borrower: 29.1 neither the execution, delivery and performance of this Amendment No. 2, any other agreements, documents or instruments in connection herewith (acollectively, with this Amendment No. 2, the “Amendment Documents” or the transactions contemplated hereby or thereby, collectively with the Amendment Documents, the “Transaction Documents”), nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof or thereof are in contravention of law or any indenture (including the Senior Secured Indenture), agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound, or violates any provision of the Certificate of Incorporation or By-Laws (or similar governing documents) it of Borrower; 29.2 each Amendment Document has been duly authorized, executed and delivered by all necessary action on the part of Borrower and the agreements and obligations of Borrower contained herein constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms; 29.3 no consent, approval or other action of, or filing with, or notice to any Governmental Authority is registered as a broker-dealer under required in connection with the 1934 Act execution, delivery and performance of this Amendment No. 2 or any of the other Transaction Documents; 29.4 none of the transactions contemplated by this Amendment or any other Transaction Document are in contravention of any applicable state securities lawslaw, or the terms of any indenture (including the Senior Secured Indenture), agreement or undertaking to which Borrower is a party or by which any property of Borrower is bound; 29.5 upon the effective date of this Amendment No. 2, Agent will have a valid and perfected first priority security interest in the Collateral (including the Collateral owned by K-Corp. immediately prior to its merger into Borrower), subject only to the liens permitted under Section 9.8 of the Loan Agreement; 29.6 all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each as amended hereby, are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date; 29.7 on or before the date hereof, Agent has received true and complete copies of all the material Transaction Documents; 29.8 all actions and proceedings required by the Transaction Documents, applicable law or regulation (including, but not limited to, compliance with the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, if applicable and the Worker Adjustment and Retraining Notification Act) to have been taken and the transactions required thereunder have been duly and validly taken and consummated; 29.9 no court of competent jurisdiction or other Governmental Authority has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Transaction Documents or modifies such transactions and no governmental or other action or proceeding has been commenced, or, to the knowledge of Borrower, threatened seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in or contemplated by the Transaction Documents; 29.10 Borrower is Solvent and will continue to be Solvent after the consummation of the transactions contemplated by the Transaction Documents; 29.11 as of the date of this Amendment No. 2 and after giving effect to the provisions of this Amendment No. 2 and the consummation of the transactions contemplated by the Transaction Documents, no Default or Event of Default exists or has occurred and is continuing; and 29.12 on or before January 7, 2005, Borrower shall deliver or cause to be delivered to Agent, certified copies of the lien searches with respect to K-Corp. set forth on Exhibit C attached hereto (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940collectively, the Funds are registered as investment companies under “Missing K-Corp. Lien Searches”), which shall reveal no liens, security interests or encumbrances on the 1940 Act and Fund Shares are registered under assets of K-Corp. consisting of Collateral except those permitted by Section 9.8 of the Securities ActLoan Agreement.

Additional Representations, Warranties and Covenants. Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that Plan Provider further represents, warrants, and covenants that: (a) it has full power and authority under applicable law, and has taken all action necessary necessary, to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that:; (ab) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as suchexempt from such registration; (bc) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and; (cd) it is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, or is not required to be registered as such.exempt from such registration; and (de) it will ensure that either it, its affiliates or another person other than Distributor is the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor or its affiliates for any breach of this subsection. (e) it is a member of the National Securities Clearing Corporations ("NSCC") and has when executed and filed delivered, shall constitute the standard NSCC Fund/SERV Agreement with the NSCC valid, legal and will abide by its terms and the applicable rules. binding obligation of Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement Provider, enforceable in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both partiesits terms. Distributor further represents, warrants and covenants, that: (a) it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement; (b) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and; (bc) the Funds' advisors advisor(s) are registered as an investment advisors adviser under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the Investment Company Act of 1940 Act and Fund Shares are registered under the Securities ActAct of 1933; and (d) this Agreement, when executed and delivered, shall constitute the valid, legal and binding obligation of Distributor, enforceable in accordance with its terms.

Additional Representations, Warranties and Covenants. Each party represents that A. Representations, Warranties and Covenants of Correspondent Correspondent represents, warrants and covenants to ICS as follows: 1. Correspondent is and during the term of this Agreement shall be duly registered and in good standing as a broker-dealer with the SEC, a member firm in good standing of the NASD, and a member in good standing of every national securities exchange and association of which it is free to enter into this Agreement a member. 2. Correspondent has all requisite authority in conformity with all Laws and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that it has full power and authority under applicable law, and has taken all action necessary Rules to enter into and perform this Agreement and has taken all necessary actions to authorize the person executing execution of this Agreement on and the performance of its behalf obligations hereunder. 3. Correspondent and each of the other Correspondent Parties is and during the term of this Agreement shall remain in full compliance with the Laws and Rules, including but not limited to the registration, qualification, capital, financial reporting, customer protection, and similar requirements of the SEC, the NASD, any other securities exchange or association of which it is a member, and every state to which jurisdiction it is subject. 4. Correspondent has and during the term of this Agreement shall maintain excess net capital in an amount that is the greater of 120% of the amount required under the Law and Rules, or an amount specified in writing by ICS to Correspondent. Correspondent shall give prompt written notice to ICS in the event that Correspondent’s excess net capital falls below 135% of the amount required under the Laws and Rules. 5. All orders and instructions transmitted to ICS by Correspondent shall be valid and shall have been duly authorized and empowered properly authorized. 6. There is no action, suit, investigation, inquiry or proceeding (formal or informal) pending or threatened against or affecting Correspondent or any of the other Correspondent Parties, by or before any court or other tribunal, arbitrator, governmental agency, instrumentality or authority or any self-regulatory or clearing organization, as to execute which ICS has not been informed and deliver this Agreementprovided with copies of relevant documents. AdditionallyIn the event any such action, each party represents that suit, investigation, inquiry or proceeding is initiated or threatened at any time during the term of this Agreement, when executed Correspondent shall promptly notify ICS in writing and delivered, provide it with copies of all relevant documents related thereto. 7. The services provided by ICS do not and during the term of this Agreement shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrantsnot give rise to a prohibited transaction within the meaning of Section 406 of ERISA, and covenants that:all applicable Prohibited Transaction Class Exemptions shall have been complied with. (a) it is registered as a transfer agent pursuant 8. Correspondent has and during the term of this Agreement shall maintain blanket bond insurance policies satisfactory to Section 17A ICS covering any and all acts, errors, and omissions of any of the Securities Exchange Act of 1934Correspondent Parties and adequate fully to protect and indemnify ICS against any loss, as amended liability, damage, claim, cost or expense (the "1934 Act"), including but not limited to attorneys’ fees) which ICS may suffer or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and (c) it is registered as a broker-dealer under the 1934 Act incur directly or any applicable state securities laws, or, including indirectly as a result of entering into any such act, error, or omission. Coverage to be maintained under such policies shall be in an amount that is the greater of the amount required under NASD Rule 3020, or an amount specified in writing by ICS to Correspondent, and performing shall remain in effect during the services set forth in term of this Agreement and include coverage for any claims discovered or made within at least ninety (90) calendar days following the termination of this Agreement. ICS shall be expressly named as the beneficiary of the errors and omissions policy required to be maintained by Correspondent pursuant hereto. 9. On or before the execution of this Agreement, Correspondent shall have identified in writing to ICS each of its lines of business and any securities in which Correspondent makes a market. Correspondent shall give ICS at least ten (10) business days’ prior written notice of any proposed changes in its market-making activities, including but not limited to any changes in the identity of securities in which it proposes to act as a market maker. ICS shall have the absolute right, in its sole discretion, to limit or prohibit Correspondent’s market-making activities with respect to any security. 10. Correspondent shall give ICS at least ten (10) business days’ prior written notice of any new lines of business that materially modify the mix of business that Correspondent is engaged in on the date of this Agreement. Such notice shall be required notwithstanding that such new business or different business mix does not required affect the services to be registered as suchperformed by ICS under this Agreement. In connection with any such new business or different business mix, ICS shall have the absolute right, in its sole discretion, to request additional assurances from Correspondent, to require Correspondent to increase the amount of its Security Deposit, or to terminate this Agreement. (d) it will ensure that either it11. Correspondent’s trade and reporting systems are designed to be used and shall, its affiliates or another person other than Distributor is during the registered broker-dealer for any transaction made pursuant to term of this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participantsbe designed to be used, prior to, during, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Furtherafter calendar year 2000, Plan Provider will provide indemnification to Distributor or its affiliates for any breach of this subsection. (e) it is a member of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms operate during each such time period without error relating to date data, specifically including, without limitation, any error relating to, or the product of, date data that represent or reference different centuries or more than one century, calculations that accommodate same century and multi-century formulas and date values, and date data interface values that reflect the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Actcentury.

Additional Representations, Warranties and Covenants. Each By signing this Agreement, each party represents to the others that it is free has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that it has full power and authority under applicable law, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Service Provider further represents, warrants, warrants and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements The arrangement provided for in this Agreement will be disclosed to the Benefit Plan Representatives; andsponsor and/or Participants in the Benefit Plans; (b) Service Provider and its Designee shall not be a discretionary "fiduciary" of any Benefit Plans as such term is defined in Section 3 (21) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); (c) it The receipt of the fees described in Section 5 and, if applicable, Section 6 hereof by Service Provider and its Designee will not constitute a "prohibited transaction" as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (d) Service Provider or Designee, as relevant, shall maintain a restorable back-up copy of all Participant level records at a secure off-site location and will update those records daily; (e) Service Provider and its Designee are not required to be registered as a broker-dealer under the 1934 Act or any applicable state securities laws, orlaw, including as a result of entering into and performing the administrative services set forth in this Agreement; however, is not required to be registered as such.must comply with applicable rules and regulations of the NASD; (df) it Service Provider has and agrees to maintain policies and procedures reasonably designed to identify and prevent customers from short-term trading in connection with the purchase, exchange and sale of the Funds' shares or in connection with engaging in arbitrage activity to the detriment of long-term investors in the Funds; (g) Service Provider agrees that is will ensure not assist or facilitate short-term trading activity on behalf of Benefit Plan Participants that either it, its affiliates results in excessive trading contrary to the Fund's prospectus disclosure and agrees to cooperate with OFS and OFDI to identify and prevent Benefit Plan Participants from such short-term trading or another person other than Distributor arbitrage activity; (h) Service Provider agrees that the Service Provider is the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for knowing the participants, provisions and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification to Distributor or its affiliates for any breach of this subsection. (e) it is a member policies of the National Securities Clearing Corporations Funds related to breakpoints and for applying those provisions and policies to the sale of shares; ("NSCC"i) and has executed and filed the standard NSCC Fund/SERV Agreement In connection with the NSCC and will abide by its terms and the applicable rules. Plan Service Provider's limited appointment as an agent of OFDI's hereunder, Service Provider further represents and warrants that: (A) Service Provider has internal controls and procedures in place that it or an affiliate is are reasonably designed to ensure that orders submitted by Benefit Plans for the purchase and redemption of a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement 's shares are being processed in accordance with the terms of the NSCC Fund/SERV Agreement except Fund(s)' current Prospectus as otherwise specified in well as applicable law, rules and regulations regarding the handling of mutual fund orders on a writing signed by both parties. Distributor further represents, warrants and covenants, that:timely basis; (aB) it is registered as a broker-dealer under Service Provider acknowledge that orders for the 1934 Act purchase, exchange and any applicable state securities laws; andredemption by Benefit Plans of Class A, Class C or Class N shares of the Funds must be received from the Service Provider before the Close of Trading in order to receive that day's price. (bj) Service Provider will provide, upon reasonable request of OFDI or a Fund and consistent with applicable law, any policies and procedures the Funds' advisors are registered as investment advisors Service Provider has in place to prevent or detect "late-day trading" and/or abusive short-term trading activity by Benefit Plan Participants with respect to shares of the Fund; (k) The record keeping services will be performed by qualified personnel of Service Provider in accordance with the terms of this Agreement and highest industry standards (Service Provider may delegate its obligation to provide Recordkeeping and administrative service under this Agreement to another entity, provided that such entity has all appropriate and necessary licenses, registration and authorization to perform the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Act.services delegated);

Additional Representations, Warranties and Covenants. Each party represents that it Borrower represents, warrants and covenants for the benefit of Xxxxxx, as follows: (a) Borrower is free a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Borrower is in good standing and is duly licensed or qualified to enter into this Agreement transact business in the State and that by doing so it will in each other jurisdiction where the nature of its business requires such qualification, except for those jurisdictions in which the failure to qualify could not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entityreasonably be expected to have a Material Adverse Effect. Each party represents that it Xxxxxxxx’s exact legal name is as set forth on the execution page hereof. (b) Borrower has full power and authority under applicable lawand holds all requisite governmental licenses, permits and has taken all action necessary other approvals to (i) enter into and perform its obligations under this Agreement Instrument, the Note and the person executing this Agreement on its behalf is duly authorized and empowered each other Loan Document to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that: (a) which it is registered a party and to own its property, (ii) use the Collateral and (iii) conduct its business substantially as currently conducted by it, except as to clause (iii) where the failure to hold such licenses, permits and approvals could not reasonably be expected to have a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; andMaterial Adverse Effect. (c) This Instrument, the Note and the other Loan Documents to which it is registered as a broker-dealer under party have been duly authorized, executed and delivered by Borrower and constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except to the 1934 Act extent limited by bankruptcy, reorganization or any applicable state securities laws, or, including as a result other laws of entering into and performing general application relating to or effecting the services set forth in this Agreement, is not required to be registered as suchenforcement of creditors’ rights. (d) it The execution and delivery of this Instrument, the Note and the other Loan Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms and conditions hereof and thereof do not and will ensure that either itnot violate any law, its affiliates rule, regulation or another person order, conflict with or result in a breach of any of the terms or conditions of the articles of organization or operating agreement of Borrower or of any corporate restriction or of any agreement or instrument to which Borrower is now a party and do not and will not constitute a default under any of the foregoing or result in the creation or imposition of any liens, charges or encumbrances of any nature upon any of the property or assets of Borrower other than Distributor Liens in favor of Lender. (e) The authorization, execution, delivery and performance of this Instrument, the Note and the other Loan Documents by Borrower do not require submission to, approval of, or other action by any governmental authority or agency, except for such action that has been duly obtained or taken and is in full force and effect. (f) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the registered brokerbest of Borrower’s knowledge, threatened against or affecting Borrower or Guarantor (other than those described in Guarantor’s public filings with the Securities and Exchange Commission (“SEC”)), challenging Xxxxxxxx’s or Guarantor’s authority to enter into this Instrument, the Note or any of the other Loan Documents or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of this Instrument, the Note or any of the other Loan Documents, or could reasonably be expected to have a Material Adverse Effect. (g) Borrower is in compliance with all laws, rules, regulations and orders of governmental authorities applicable to it and its properties except to the extent the non-dealer compliance with which could not reasonably be expected to have a Material Adverse Effect. (h) Borrower has heretofore furnished to Lender the financial statements of Xxxxxxxx and Guarantor for their fiscal year ended December 31, 2009 and the unaudited financial statement of Xxxxxxxx and Guarantor and for the nine months ended September 30, 2010 and those statements fairly present the financial condition of Borrower and Guarantor, if any, on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP. Since the date of the most recent financial statements, there has been no material adverse change in the business, properties or condition (financial or otherwise) of Borrower or Guarantor. Except as disclosed in the Financial Statements or the notes thereto, neither Borrower nor Guarantor, as of the Closing Date, has or will have any transaction made liabilities, contingent or otherwise, that could reasonably be expected to have a Material Adverse Effect. (i) Borrower has paid or caused to be paid, and will pay (after giving effect to any grace periods for which no penalties are incurred), to the proper authorities when due all federal, state and local taxes required to be withheld by it. Borrower has filed, and will pay, all federal, state and local tax returns which are required to be filed, and Xxxxxxxx has paid or caused to be paid to the respective taxing authorities all taxes as shown on said returns or on any assessment received by it to the extent such taxes have become due, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside on its books. (j) For purposes of Section 9-307 of the UCC, Borrower is and will remain located in the State. Xxxxxxxx’s residence for federal income tax purposes is located at its address specified in the preamble to this Instrument. Xxxxxxxx has authorized Lender to file financing statements that are sufficient when filed to perfect the security interests created pursuant to this AgreementInstrument and the other Loan Documents. When such financing statements are filed in the offices noted therein, Lender will have a valid and perfected security interest in the Collateral that Distributor constitutes personal property, subject to no other Lien. (k) None of the Collateral constitutes a replacement of, substitution for or accessory to any property of Borrower subject to a lien of any kind. (l) Except where any failure could not reasonably be expected to result in a Material Adverse Effect, Borrower has obtained all permits, licenses and other authorizations which are required under all Environmental Laws at Borrower’s facilities or in connection with the operation of its business. Except where any failure could not reasonably be expected to result in a Material Adverse Effect, Borrower and all activities of Borrower at its facilities comply with all Environmental Laws and with all terms and conditions of any required permits, licenses and authorizations applicable to Borrower with respect thereto. Except where any failure could not reasonably be expected to result in a Material Adverse Effect, Borrower is also in compliance with all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws or contained in any plan, order, decree, judgment or notice of which Borrower is aware. Borrower is not responsible aware of, nor has Borrower received notice of, any events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance with, or which may give rise to any liability under, any Environmental Laws. (m) All factual information heretofor or contemporaneously furnished by or on behalf of Borrower or Guarantor in writing to Lender for determining whether Shares are suitable investments purposes of or in connection with this Instrument or any transaction contemplated hereby is, and all other such factual information hereafter furnished by or on behalf of Borrower or Guarantor to Lender will be, true and correct in all material respects on the date as of which such information is dated or certified, and such information is not, or shall not be, as the case may be, incomplete by omitting to state any material fact necessary to make such information not misleading. (n) Neither Borrower nor Guarantor is engaged principally, or as one of its important activities, in the business of extending credit for the participantspurpose of purchasing or carrying “margin stock.” None of the proceeds of the Loan will be used for the purpose of, or be made available by Borrower or Guarantor in any manner to any other person to enable or assist such person in, directly or indirectly purchasing or carrying “margin stock”. Terms for which meanings are provided in F.R.S. Board Regulation T, U or X or any regulations substituted therefor, as from time to time in effect, are used in this subsection with such meanings. (o) Neither Borrower nor Guarantor is an “investment company” nor a “company controlled by an investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, as amended. (p) Borrower and Guarantor are solvent and will not be rendered insolvent by the Loan Documents or the transactions contemplated thereby and, after giving effect to such transactions, neither Borrower nor Guarantor will be left with an unreasonably small amount of capital with which to engage in its business, and neither Borrower or Guarantor intends to incur, or believes that it has incurred, debts beyond its ability to pay as they mature. Neither Borrower nor Guarantor contemplates the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of Borrower or Guarantor or any such registered broker-dealer of their assets. Neither Borrower nor Guarantor is entering into the transactions contemplated by the Loan Documents with any intent to hinder, delay or defraud any of Borrower’s or Guarantor’s creditors. (q) Borrower shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan Provider will provide indemnification deliver to Distributor or its affiliates for any breach of this subsection. (e) it is a member Lender each of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further represents, warrants and covenants, thatfollowing: (ai) it is registered as soon as possible and in any event within three Business Days after the occurrence of a broker-dealer under Default, an Event of Default or an event which could reasonably be expected to result in a Material Adverse Effect, a statement of Borrower setting forth reasonably detailed information regarding such Default, Event of Default or event and the 1934 Act action that Borrower has taken and proposes to take with respect thereto; (ii) promptly after the commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting Borrower, Guarantor or any of their subsidiaries which seek a monetary recovery against Borrower in excess of $1,000,000 or against Guarantor in excess of $5,000,000; (iii) promptly upon knowledge thereof, notice of any loss, theft or destruction of or material damage to, any accident involving any, and any applicable state securities lawsaction, suit or proceeding relating to, Collateral having a value in excess of $500,000 (whether in one occurrence or in aggregate); (iv) promptly after the amending thereof, copies of any and all amendments to any of its articles of organization or operating agreement; and (bv) promptly upon knowledge thereof, notice of the Funds' advisors are registered violation by Borrower or Guarantor of any law, rule or regulation applicable to Borrower or Guarantor, which violation could reasonably be expected to have a Material Adverse Effect. (r) Borrower and each of its subsidiaries shall comply in all material respects with all governmental rules and regulations and all other applicable laws, rules, regulations and orders, including, without limitation, all Environmental Laws. (s) Borrower will keep books and records that accurately reflect in all material respects all of its business affairs and transactions. Borrower will, and will cause Guarantor to, permit Lender or any of its representatives (including outside auditors), at reasonable times and intervals (but, absent the occurrence of an Event of Default, not to exceed two times in any fiscal year), to visit all of its offices, to discuss its financial matters with its officers and independent public accountant (and Borrower hereby authorizes such independent accountant to discuss Borrower’s financial matters with Lender or its representatives whether or not any representative of Borrower is present) and to examine (and, at the expense of Borrower, copy extracts from) books or other corporate records (including computer records). If Lender exercises its rights under this subsection following the occurrence of an Event of Default (other than an Event of default that has been waived in writing by Xxxxxx or confirmed as investment advisors under having been cured in writing by Xxxxxx), Borrower shall pay any fees of such independent accountant incurred in connection therewith. Borrower shall not be required to cause Guarantor to comply with the Investment Advisers Act foregoing for any period that Guarantor is subject to regulation by the SEC. (t) Borrower shall permit Lender to make or cause to be made reasonable entries upon the Property to inspect the interior and exterior thereof. Except in case of 1940emergency or upon an Event of Default, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Actsuch inspection shall be with two Business Days’ prior notice.

Additional Representations, Warranties and Covenants. Each party represents that (a) it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation corporation, or other entity. Each party represents that entity and (b) it has full power and authority under applicable law, and has taken all action necessary necessary, to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Service Provider further represents, warrants, and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (bi) the arrangements provided for in this Agreement will be disclosed to the Plans through their respective Plan Representatives; and; (cii) it will not be a “fiduciary” of any Plan with respect to the provision of the Services or with respect to a Plan’s purchase of Shares, as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), provided however, that should Service Provider be a fiduciary to the Plans, Service Provider will disclose to the Plans upon execution of this Agreement and in reasonable periodic basis thereafter, the fees to be paid pursuant to this Agreement. (iii) the receipt of the Administrative Fees described in Section 12 hereof by Service Provider will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (iv) it will not use any of the Administrative Fees to finance any activity that is primarily intended to result in the sale of the Funds’ shares within the meaning of Rule 12b-1 of the Investment Company Act; (v) it is not required to be registered as a broker-dealer or transfer agent under the 1934 Securities Exchange Act of 1934, as amended, or any applicable state securities laws, or, including as a result of entering into and performing the services Services set forth in this Agreement. However, is not required to be registered as such. (d) it will ensure that either it, its affiliates or another person other than Distributor is the registered broker-dealer for any transaction made pursuant to this Agreement, that Distributor is not responsible for determining whether Shares are suitable investments for the participants, and that any such registered broker-dealer shall have the appropriate selling group agreement with Distributor in place at the time such transaction occurs. Further, Plan if Service Provider will provide indemnification to Distributor or its affiliates for any breach of this subsection. (e) it is a member of the National Securities Clearing Corporations ("NSCC") and has executed and filed the standard NSCC Fund/SERV Agreement with the NSCC and will abide by its terms and the applicable rules. Plan Provider further represents and warrants that it or an affiliate is a member of the NSCC and has executed and filed with the NSCC the standard NSCC Fund/SERV Agreement. Plan Provider further represents and warrants that it will abide by the NSCC Fund/SERV rules and agrees that it will perform its duties and obligations under this Agreement in accordance with the terms of the NSCC Fund/SERV Agreement except as otherwise specified in a writing signed by both parties. Distributor further represents, warrants and covenants, that: (a) it is are registered as a brokerbroker dealer or transfer agent, it will give Bridgeway notice in the event that its registration is revoked or suspended by any federal or state regulator or self-dealer under the 1934 Act and any applicable state securities lawsregulatory organization; and (bvi) it will execute a Shareholder Information Agreement in substantially the Funds' advisors are registered form attached hereto as investment advisors Schedule D in order to satisfy the requirements of Rule 22c-2 under the Investment Advisers Act of 1940Company Act. Bridgeway further represents, the Funds are warrants, and covenants that each Fund is registered as an investment companies company under the 1940 Act Investment Company Act, and Fund its Shares are registered under the Securities Act.