Representations and Warranties of Agent Agent represents and warrants to TA that: (1) It is a Massachusetts Corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. (2) It is duly qualified to carry on its business in The Commonwealth of Massachusetts. (3) It is empowered under applicable laws and by its charter and By-Laws to enter into and perform its obligations under this Agreement. (4) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (5) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. (6) It is in compliance with federal securities law requirements and in good standing as a transfer agent. B. Representations and Warranties of TA TA represents and warrants to Agent that: (1) It is a Pennsylvania Corporation duly organized and existing and in good standing under the laws of The Commonwealth of Pennsylvania. (2) It is duly qualified to carry on its business in The Commonwealth of Pennsylvania. (3) It is empowered under applicable laws and by its charter and By-Laws and by the Fund to enter into and perform its obligations under this Agreement. (4) All requisite corporate proceedings have been taken to authorize it to enter into and perform its obligations under this Agreement. (5) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. (6) It is in compliance with federal securities law requirements and FSSC is in good standing as a transfer agent. C.
