Common use of Representations and Warranties of NSC Clause in Contracts

Representations and Warranties of NSC. NSC represents and warrants to the Funds that: 3.01. It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware. 3.02. It has the legal power and authority to carry on its business in the State of New Jersey. 3.03. It is empowered under applicable laws and by its Charter and Operating Agreement to enter into and perform this Agreement. 3.04. All requisite corporate proceedings required by its Charter and Operating Agreement have been taken to authorize it to enter into and perform this Agreement. 3.05. It is duly registered as transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.06. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

Representations and Warranties of NSC. NSC represents and warrants to the Funds that: 3.01. It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware. 3.02. It has the legal power and authority to carry on its business in the State of New Jersey. 3.03. It is empowered under applicable laws and by its Charter and Operating Agreement to enter into and perform this Agreement. 3.04. All requisite corporate proceedings required by its Charter and Operating Agreement have been taken to authorize it to enter into and perform this Agreement. 3.05. It is duly registered as transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"). 3.06. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.