Common use of Administration of the Trust Accounts Clause in Contracts

Administration of the Trust Accounts. (a) Seller has properly administered in all material respects all of the Trust Accounts in accordance with the terms of the Governing Agreements, applicable state and federal statutory laws and regulations and applicable common law fiduciary standards (including standards with respect to conflicts of interest and self-dealing). To Seller's knowledge, neither Seller nor any of its respective directors, officers or employees has committed any breach of trust with respect to any of the Trust Accounts. (b) Schedule 3.10(b) of the Partners Disclosure Schedule sets forth any arrangements that have been put in place for any of Seller's employees in connection with the Merger. (c) Schedule 3.10(c) of the Partners Disclosure Schedule sets forth a true, correct and complete listing, as of July 25, 2006, of all of the Trust Accounts and the Fair Market Value of the Trust Assets held in such Trust Accounts together with the account number. Schedule 3.10(c)(1) of the Partners Disclosure Schedule sets forth a true, correct and complete listing of all of the Trust Assets as of July 31, 2006 and the Fair Market Value of such Trust Assets as of July 28, 2006. These listings accurately present, and the updates of same delivered in accordance with Section 6.5 hereof will accurately present, as of the dates thereof, the foregoing information. (d) To Seller's knowledge, there is no default existing under any Governing Agreement and there is no event of default (as defined in any such Governing Agreement) or event, which with the lapse of time or giving of notice, or both, would constitute an event of default under any Governing Agreement. (e) Schedule 3.10(e) of the Partners Disclosure Schedule sets forth a listing of the Trust Accounts where the trustee may be removed and replaced for any reason.

Administration of the Trust Accounts. (a) Seller Except as disclosed to CNC by GVTC on Disclosure Schedule 3.10(a) hereof, GVTC has properly administered in all material respects all of the Trust Accounts in accordance with the terms of the Governing Agreements, applicable state and federal statutory laws and regulations and applicable common law fiduciary standards (including standards with 12871703.4 respect to conflicts of interest and self-dealing). To Seller's knowledge, neither Seller Neither GVTC nor any of its respective directors, officers or employees has committed any breach of trust with respect to any of the Trust Accounts. . (b) Attached hereto as Disclosure Schedule 3.10(b) of the Partners Disclosure Schedule sets forth any arrangements that have been put in place for any of Seller's employees in connection with the Merger. (c) Schedule 3.10(c) of the Partners Disclosure Schedule sets forth ), is a true, correct and complete listing, as of July 2519, 20062007, of all of accounts in GVTC’s fiduciary business, including trusts and estates, investment management accounts (whether discretionary or nondiscretionary), custody accounts, escrow accounts and all other fiduciary accounts. Disclosure Schedule 3.10(b) sets forth the Trust Accounts and the Fair Market Value of the Trust Assets held in such Trust Accounts together with the account number. Schedule 3.10(c)(1) of the Partners Disclosure Schedule sets forth a true, correct and complete listing of all of the Trust Assets as of July 31, 2006 and the Fair Market Value of the assets under management as of such date, the Fees paid and accrued year-to-date with respect to each Trust Assets Account as of such date. That listing accurately presents, in all material respects, as of July 2819, 2006. These listings accurately present, and the updates of same delivered in accordance with Section 6.5 hereof will accurately present, as of the dates thereof2007, the foregoing information. (dc) To Seller's knowledge, there There is no default existing under any Governing Agreement and there is no event of default (as defined in any such Governing Agreement) or event, which with the lapse of time or giving of notice, or both, that would constitute an event of default under any Governing Agreement. (e) Schedule 3.10(e) of the Partners Disclosure Schedule sets forth a listing of the Trust Accounts where the trustee may be removed and replaced for any reason.

Administration of the Trust Accounts. (a) Seller Except as disclosed to CNC by GVTC on Disclosure Schedule 3.10(a) hereof, GVTC has properly administered in all material respects all of the Trust Accounts in accordance with the terms of the Governing Agreements, applicable state and federal statutory laws and regulations and applicable common law fiduciary standards (including standards with respect to conflicts of interest and self-dealing). To Seller's knowledge, neither Seller Neither GVTC nor any of its respective directors, officers or employees has committed any breach of trust with respect to any of the Trust Accounts. . (b) Attached hereto as Disclosure Schedule 3.10(b) of the Partners Disclosure Schedule sets forth any arrangements that have been put in place for any of Seller's employees in connection with the Merger. (c) Schedule 3.10(c) of the Partners Disclosure Schedule sets forth ), is a true, correct and complete listing, as of July 2519, 20062007, of all of accounts in GVTC’s fiduciary business, including trusts and estates, investment management accounts (whether discretionary or nondiscretionary), 19 custody accounts, escrow accounts and all other fiduciary accounts. Disclosure Schedule 3.10(b) sets forth the Trust Accounts and the Fair Market Value of the Trust Assets held in such Trust Accounts together with the account number. Schedule 3.10(c)(1) of the Partners Disclosure Schedule sets forth a true, correct and complete listing of all of the Trust Assets as of July 31, 2006 and the Fair Market Value of the assets under management as of such date, the Fees paid and accrued year-to-date with respect to each Trust Assets Account as of such date. That listing accurately presents, in all material respects, as of July 2819, 2006. These listings accurately present, and the updates of same delivered in accordance with Section 6.5 hereof will accurately present, as of the dates thereof2007, the foregoing information. (dc) To Seller's knowledge, there There is no default existing under any Governing Agreement and there is no event of default (as defined in any such Governing Agreement) or event, which with the lapse of time or giving of notice, or both, that would constitute an event of default under any Governing Agreement. (e) Schedule 3.10(e) of the Partners Disclosure Schedule sets forth a listing of the Trust Accounts where the trustee may be removed and replaced for any reason.

Administration of the Trust Accounts. (a) Seller has properly administered in all material respects all of the Trust Accounts in accordance with the terms of the Governing Agreements, applicable state and federal statutory laws and regulations and applicable common law fiduciary standards (including standards with respect to conflicts of interest and self-dealing). To Seller's knowledge, neither Seller nor any of its respective directors, officers or employees has committed any breach of trust with respect to any of the Trust Accounts. . (b) Schedule 3.10(b) of the Partners Disclosure Schedule sets forth any arrangements that have been put in place for any of Seller's employees in connection with the Merger. . (c) Schedule 3.10(c) of the Partners Disclosure Schedule sets forth a true, correct and complete listing, as of July 25, 2006, of all of the Trust Accounts and the Fair Market Value of the Trust Assets held in such Trust Accounts together with the account number. Schedule 3.10(c)(1) of the Partners Disclosure Schedule sets forth a true, correct and complete listing of all of the Trust Assets as of July 31, 2006 and the Fair Market Value of such Trust Assets as of July 28, 2006. These listings accurately present, and the updates of same delivered in accordance with Section 6.5 hereof will accurately present, as of the dates thereof, the foregoing information. (d) To Seller's knowledge, there is no default existing under any Governing Agreement and there is no event of default (as defined in any such Governing Agreement) or event, which with the lapse of time or giving of notice, or both, would constitute an event of default under any Governing Agreement. . (e) Schedule 3.10(e) of the Partners Disclosure Schedule sets forth a listing of the Trust Accounts where the trustee may be removed and replaced for any reason.