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 Trust that: a. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts; b. It has the requisite power and authority to carry on its business in The Commonwealth of Massachusetts; c. All requisite corporate 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 materially impair the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement shall 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; and f. The various procedures and systems which it has implemented with regard to safeguarding from loss or damage attributable to fire, theft or any other cause, the Trust’s records and other data and the Administrator’s records, data equipment facilities and other property used in the performance of its obligations hereunder are adequate and it will make such changes therein from time to time as it may deem reasonably necessary for the secure performance of its obligations hereunder. g. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. h. It will comply with all laws applicable to the Administrator with respect to its provision of services under this Agreement.

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Trust that: a. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts; b. It has the requisite organizational power and authority to carry on its business in The Commonwealth of Massachusetts; c. All requisite corporate organizational 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 materially impair the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement shall 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. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; g. It will promptly notify the Trust in the event that the Administrator is for any reason unable to perform any of its obligations under this Agreement; h. It will promptly notify the Trust, except as may be prohibited by applicable law, of any legal, regulatory or administrative proceedings that have been instituted, which would materially impair the Administrator’s ability to perform its duties and obligations under this Agreement; and f. i. The various procedures and systems which it has implemented with regard to safeguarding from loss or damage attributable to fire, theft or any other cause, the Trust’s records and other data and the Administrator’s records, data equipment facilities and other property used in the performance of its obligations hereunder are adequate and it will make such changes therein from time to time as it may deem reasonably necessary for the secure performance of its obligations hereunder. g. It has . The Administrator further represents and warrants that it will continue promptly notify the Trust if any of the above ceases to have access to the necessary facilities, equipment and personnel be true or if it is unable to perform its duties and obligations under this AgreementAgreement for any reason. h. It will comply with all laws applicable to the Administrator with respect to its provision of services under this Agreement.