Common use of Representations and Warranties of the Administrator Clause in Contracts

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that: a. It is a corporation, duly organized, existing and in good standing under the laws of The Commonwealth of Massachusetts; b. It has the requisite power and authority under applicable laws and by its organizational documents to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; f. Where information provided by the Administrator, the Trust or the Trust’s investors includes information about an identifiable individual (“Personal Information”), the Administrator represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Sub-Administrator, and as required for the Sub-Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Administrator acknowledges that the Sub-Administrator may perform any of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Administrator or the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Sub-Administrator shall be kept indemnified by the Administrator and be without liability to the Administrator or the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information. g. With respect to the Trust, the Sub-Administrator is not responsible for ensuring that: (1) The Trust is a business trust duly organized, existing and in good standing under the laws of the state of its formation; (2) The Trust is an investment company properly registered under the 1940 Act; (3) The registration statement under the 1933 Act and 1940 Act has been filed by the Trust and is effective and will remain in effect during the term of this Agreement; (4) As of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; and (5) As of the close of business on the date of this Agreement, the Trust is authorized to issue shares of beneficial interest.

Representations and Warranties of the Administrator. The Administrator Company hereby represents and warrants to the Sub-Advisor and the Administrator that: a. It is a corporationThe Administrator is, duly organized, existing and in good standing under at all times during the laws term of The Commonwealth of Massachusetts; b. It has the requisite power and authority under applicable laws and by its organizational documents to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement and/or the Advisory Agreement will not cause be, a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; f. Where information provided by the Administrator, the Trust or the Trust’s investors includes information about an identifiable individual (“Personal Information”), the Administrator represents formed and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Sub-Administrator, and as required for the Sub-Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Administrator acknowledges that the Sub-Administrator may perform any of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Administrator or the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Sub-Administrator shall be kept indemnified by the Administrator and be without liability to the Administrator or the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information. g. With respect to the Trust, the Sub-Administrator is not responsible for ensuring that: (1) The Trust is a business trust duly organized, validly existing and corporation in good standing under the laws of the state State of its formation; (2) The Trust is an investment company properly registered under the 1940 Act; (3) The registration statement under the 1933 Act Delaware and 1940 Act has been filed by the Trust is, and is effective and will remain in effect at all times during the term of this Agreement; (4) As of Agreement and/or the effective date of this AgreementAdvisory Agreement will be, all necessary filings under the securities laws of the states in good standing and qualified to do business in each jurisdiction in which the Trust offers nature or sells conduct of its shares have been made; and (5) As business requires such qualifications and in which the failure to be so qualified materially adversely would affect its ability to act as Administrator of the close of Company and to perform its obligations hereunder and/or under the Advisory Agreement, and each has full capacity and authority to conduct its business on and to perform its obligations under this Agreement and/or the date Advisory Agreement. b. Each of this Agreement and the Advisory Agreement has been validly authorized, executed and delivered on behalf of the Administrator, is a valid and binding agreement of the Administrator, and is enforceable in accordance with its terms. The performance of the Administrator’s respective obligations under this Agreement and under the Advisory Agreement, and the Trust consummation of the transactions set forth in this Agreement and the Advisory Agreement, are not contrary to the provisions of their respective organizational documents, any applicable statute, law or regulation of any jurisdiction and will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order, to which the Administrator, is authorized a party or by which the Administrator is bound. c. The Administrator has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to issue shares perform their obligations under this Agreement and/or under the Advisory Agreement including, without limitation, the Administrator’s registration as a commodity pool operator under the CE Act and membership as a commodity pool operator with the NFA, and will maintain and renew any required licenses, registrations, approvals or memberships during the term of beneficial interestthis Agreement and/or the Advisory Agreement. d. There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court or arbitration panel or before or by any governmental, administrative or self-regulatory body to which the Administrator or the principals of either is a party, or to which any of the assets of any of the foregoing persons is subject, which might reasonably be expected to result in any material adverse change in their condition (financial or otherwise), business or prospects or reasonably might be expected to affect adversely in any material respect any of their assets or which reasonably might be expected to materially impair their ability to discharge their obligations under this Agreement or under the Advisory Agreement; and the Administrator has not received any notice of an investigation by (i) the NFA regarding non-compliance with NFA rules or the CE Act, (ii) the CFTC regarding non-compliance with the CE Act or the rules and regulations thereunder or (iii) any exchange regarding non-compliance with the rules of such exchange which investigation reasonably might be expected to materially impair the ability of the Administrator to discharge their respective obligations under this Agreement or under the Advisory Agreement. e. The Members of the Company are bound contractually to keep confidential any information proprietary to the Advisor provided to the Company and shared with the Members, as contemplated by Section 10(c) of the Advisory Agreement, to the same extent as the Company is so bound pursuant to the Advisory Agreement and the Administrator will cause the Members of the Company to remain bound for so long as the Company is so bound.

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator Member, the Holders and the Registered Pledgees that: a. It (a) it is a corporation, company duly organized, validly existing and in good standing under the laws of The Commonwealth its jurisdiction of Massachusettsformation; b. It (b) it has the requisite power full power, authority and authority under applicable laws and by its organizational documents legal right to enter into execute, deliver and perform this Agreement; c. All requisite proceedings have been , and has taken all necessary action to authorize it to enter into the execution, delivery and perform this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; f. Where information provided by the Administrator, the Trust or the Trust’s investors includes information about an identifiable individual (“Personal Information”), the Administrator represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Sub-Administrator, and as required for the Sub-Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Administrator acknowledges that the Sub-Administrator may perform any of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Administrator or the Trust, including the United States and that information relating to the Trust, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Sub-Administrator shall be kept indemnified by the Administrator and be without liability to the Administrator or the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information. g. With respect to the Trust, the Sub-Administrator is not responsible for ensuring that: (1) The Trust is a business trust duly organized, existing and in good standing under the laws of the state of its formation; (2) The Trust is an investment company properly registered under the 1940 Act; (3) The registration statement under the 1933 Act and 1940 Act has been filed by the Trust and is effective and will remain in effect during the term of this Agreement; (4c) As the execution, delivery and performance by it of this Agreement (i) does not violate any provision of any law or regulation governing the limited liability company powers of the effective date Administrator or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Administrator or any of its assets, (ii) does not violate any provision of the governing documents of the Administrator and (iii) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties of the Administrator pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, violation, default or Lien could reasonably be expected to have a materially adverse effect on the Administrator’s performance or ability to perform its duties under this Agreement or on the transactions contemplated in this Agreement; (d) the execution, delivery and performance by the Administrator of this AgreementAgreement does not require the authorization, all necessary filings under consent or approval of, the securities laws giving of notice to, the states filing or registration with, or the taking of any other action in which respect of, any Governmental Authority regulating the Trust offers or sells its shares have been madebanking and corporate trust activities of national banking associations; and (5e) As this Agreement has been duly executed and delivered by the Administrator and constitutes the legal, valid and binding agreement of the close Administrator, enforceable in accordance with its terms, except as enforceability may be limited by insolvency, bankruptcy, reorganization, or other laws relating to or affecting the enforcement of business on the date of this Agreement, the Trust is authorized to issue shares of beneficial interestcreditors’ rights and by general equitable principles.

Representations and Warranties of the Administrator. The Administrator hereby represents and warrants to the Sub-Administrator Owner Trustee and the Depositor that: a. It (a) The Administrator is duly organized and validly existing as a corporation, Wisconsin banking corporation with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Administrator is duly organized, existing qualified to do business and in good standing under standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the laws ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to have such qualifications, licenses and approvals would not have a material adverse effect on the Administrator. (c) The Commonwealth of Massachusetts; b. It Administrator has the requisite power and authority under applicable laws to execute and deliver this Agreement and to carry out its terms and the Administrator has duly authorized the execution, delivery and performance of this Agreement and this Agreement is enforceable against the Administrator in accordance with its terms. (d) The consummation of the transactions contemplated by its this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the organizational documents to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair documents, of the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a , or any material breach or be in material conflict with any other indenture, agreement or obligation other instrument to which the Administrator is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Administrator or Administrator's knowledge, any law order, rule or regulation applicable to it; f. Where information provided by the Administrator, the Trust or the Trust’s investors includes information about an identifiable individual (“Personal Information”), the Administrator represents and warrants that it has obtained all consents and approvalsof any court or of any federal or state regulatory body, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use administrative agency or disclosure of Personal Information, necessary to disclose such Personal Information to the Sub-Administrator, and as required for the Sub-Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Administrator acknowledges that the Sub-Administrator may perform any of the services, and may use and disclose Personal Information outside of the other governmental instrumentality having jurisdiction in which it was initially collected by over the Administrator or the Trustits properties. (e) There are no proceedings or investigations pending or, including the United States and that information relating to the TrustAdministrator's best knowledge, including Personal Information may be accessed by national security authoritiesthreatened before any court, law enforcement and courts. The Sub-Administrator shall be kept indemnified by the Administrator and be without liability to regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrator or its properties: (i) asserting the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information. g. With respect to the Trust, the Sub-Administrator is not responsible for ensuring that: (1) The Trust is a business trust duly organized, existing and in good standing under the laws of the state of its formation; (2) The Trust is an investment company properly registered under the 1940 Act; (3) The registration statement under the 1933 Act and 1940 Act has been filed by the Trust and is effective and will remain in effect during the term of this Agreement; (4) As of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; and (5) As of the close of business on the date invalidity of this Agreement, the Trust is authorized Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to issue shares prevent the issuance of beneficial interestthe Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Administrator or its obligations under, or the validity or enforceability of, this Agreement or (iv) which might adversely affect the federal income tax attributes, or applicable state tax franchise or income tax attributes, of the Notes or the Certificates.

Representations and Warranties of the Administrator. The Administrator hereby represents and warrants to the Sub-Administrator Owner Trustee and the Depositor that: a. It (a) The Administrator is duly organized and validly existing as a corporation, Wisconsin banking corporation with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Administrator is duly organized, existing qualified to do business and in good standing under standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the laws ownership or lease of property or the conduct of its business shall require such qualifications, licenses and approvals, except where the failure to have such qualifications, licenses and approvals would not have a material adverse effect on the Administrator. (c) The Commonwealth of Massachusetts; b. It Administrator has the requisite power and authority under applicable laws to execute and deliver this Agreement and to carry out its terms and the Administrator has duly authorized the execution, delivery and performance of this Agreement and this Agreement is enforceable against the Administrator in accordance with its terms. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the organizational documents, of the Administrator, or any material indenture, agreement or other instrument to which the Administrator is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its organizational documents properties pursuant to enter into and perform this Agreement; c. All requisite proceedings have been taken the terms of any such indenture, agreement or other instrument (other than pursuant to authorize it the Basic Documents); nor violate any law or, to enter into and perform this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the best of the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with knowledge, any other agreement or obligation of the Administrator or any law order, rule or regulation applicable to it; f. Where information provided by the Administrator, the Trust or the Trust’s investors includes information about an identifiable individual (“Personal Information”), the Administrator represents and warrants that it has obtained all consents and approvalsof any court or of any federal or state regulatory body, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use administrative agency or disclosure of Personal Information, necessary to disclose such Personal Information to the Sub-Administrator, and as required for the Sub-Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Administrator acknowledges that the Sub-Administrator may perform any of the services, and may use and disclose Personal Information outside of the other governmental instrumentality having jurisdiction in which it was initially collected by over the Administrator or the Trustits properties. (e) There are no proceedings or investigations pending or, including the United States and that information relating to the TrustAdministrator’s best knowledge, including Personal Information may be accessed by national security authoritiesthreatened before any court, law enforcement and courts. The Sub-Administrator shall be kept indemnified by the Administrator and be without liability to regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrator or its properties: (i) asserting the Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information. g. With respect to the Trust, the Sub-Administrator is not responsible for ensuring that: (1) The Trust is a business trust duly organized, existing and in good standing under the laws of the state of its formation; (2) The Trust is an investment company properly registered under the 1940 Act; (3) The registration statement under the 1933 Act and 1940 Act has been filed by the Trust and is effective and will remain in effect during the term of this Agreement; (4) As of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made; and (5) As of the close of business on the date invalidity of this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Administrator or its obligations under, or the validity or enforceability of, this Agreement or (iv) which might adversely affect the federal income tax attributes, or applicable state tax franchise or income tax attributes, of the Notes or the Certificates. 1300581 05134611 6 2005-1 Trust is authorized to issue shares of beneficial interest.Agreement