Common use of Representations and Warranties of MassMutual Clause in Contracts

Representations and Warranties of MassMutual. (a) MassMutual represents and warrants to the Subadviser the following: (i) MassMutual has all requisite corporate power and authority under the laws of the Commonwealth of Massachusetts and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Subadvisory Agreement. (ii) MassMutual is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations under applicable federal and state law. (iii) MassMutual has received a copy of Part 2A of Subadviser’s Form ADV at least two (2) business days prior to the execution of this Subadvisory Agreement. (iv) MassMutual will provide all such information about the Trust, the Fund, MassMutual, and their respective affiliates and shareholders as may be necessary for the Subadviser to comply with applicable laws, rules, orders, and regulations. The foregoing representations and warranties shall be continuing during the term of this Subadvisory Agreement.