Common use of REPRESENTATIONS AND WARRANTIES OF FIMC Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF FIMC. FIMC represents and warrants to Adviser as follows: (a) FIMC is a business trust duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) This Agreement constitutes the legal, valid, and binding obligation of FIMC, enforceable against FIMC in accordance with its terms. FIMC has the absolute and unrestricted right, power, and authority to execute and deliver this and to perform its obligations under this Agreement. (c) Neither the execution and delivery of this Agreement by FIMC nor the performance of any of its obligations hereunder will give any person the right to prevent, delay, or otherwise interfere with the performance of such obligations pursuant to: (i) any provision of FIMC's Declaration of Trust or By-Laws; (ii) any resolution adopted by the board of trustees or the shareholders of FIMC; (iii) any law, regulation or administrative or court order to which FIMC may be subject; or (iv) any contract to which FIMC is a party or by which FIMC may be bound. FIMC is not and will not be required to obtain any consent from any person in connection with the execution and delivery of this Agreement or the performance of any obligations hereunder. (d) FIMC is registered with the Securities and Exchange Commission ("SEC") as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act") and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed, except where the failure to be so licensed would not have a material adverse effect on its business. (e) FIMC has furnished to the Adviser true and complete copies of all the documents listed on Schedule 3 to this Agreement.

REPRESENTATIONS AND WARRANTIES OF FIMC. FIMC represents and warrants to Adviser as follows: (a) FIMC is a business trust duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) This Agreement constitutes the legal, valid, and binding obligation of FIMC, enforceable against FIMC in accordance with its terms. FIMC has the absolute and unrestricted right, power, and authority to execute and deliver this and to perform its obligations under this Agreement. (c) Neither the execution and delivery of this Agreement by FIMC nor the performance of any of its obligations hereunder will give any person the right to prevent, delay, or otherwise interfere with the performance of such obligations pursuant to: : (i) any provision of FIMC's Declaration of Trust or By-Laws; ; (ii) any resolution adopted by the board of trustees or the shareholders of FIMC; ; (iii) any law, regulation or administrative or court order to which FIMC may be subject; or or (iv) any contract to which FIMC is a party or by which FIMC may be bound. FIMC is not and will not be required to obtain any consent from any person in connection with the execution and delivery of this Agreement or the performance of any obligations hereunder. (d) FIMC is registered with the Securities and Exchange Commission ("SEC") as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act") and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed, except where the failure to be so licensed would not have a material adverse effect on its business. (e) FIMC has furnished to the Adviser true and complete copies of all the documents listed on Schedule 3 to this Agreement.

REPRESENTATIONS AND WARRANTIES OF FIMC. FIMC represents and warrants to Adviser as follows: (a) FIMC is a business trust duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) This Agreement constitutes the legal, valid, and binding obligation of FIMC, enforceable against FIMC in accordance with its terms. FIMC has the absolute and unrestricted right, power, and authority to execute and deliver this and to perform its obligations under this Agreement. (c) Neither the execution and delivery of this Agreement by FIMC nor the performance of any of its obligations hereunder will give any person the right to prevent, delay, or otherwise interfere with the performance of such obligations pursuant to: (i) any provision of FIMC's ’s Declaration of Trust or By-Laws; (ii) any resolution adopted by the board of trustees or the shareholders of FIMC; (iii) any law, regulation or administrative or court order to which FIMC may be subject; or (iv) any contract to which FIMC is a party or by which FIMC may be bound. FIMC is not and will not be required to obtain any consent from any person in connection with the execution and delivery of this Agreement or the performance of any obligations hereunder. (d) FIMC is registered with the Securities and Exchange Commission ("“SEC"”) as an investment adviser under the Investment Advisers Act of 1940 (the "“Advisers Act"”) and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed, except where the failure to be so licensed would not have a material adverse effect on its business. (e) FIMC has furnished to the Adviser true and complete copies of all the documents listed on Schedule 3 to this Agreement.