AS TO ANY PARTICULAR TRANSACTION MAY BE RESOLVED BETWEEN THE PARTIES
HERETO AND WRITTEN EVIDENCE OF ANY AGREEMENT ON SUCH QUESTIONS SHALL BE
PRESUMPTIVE EVIDENCE OF COMPLIANCE WITH THE OBLIGATIONS OF ONE PARTY TO THE
OTHER.
5.2.
PERFORMANCE BY BOSTON FINANCIAL.
PERIODIC REPORTS OF PERFORMANCE
BY BOSTON FINANCIAL RELATIVE TO CERTAIN INDUSTRY STANDARDS WILL BE PROVIDED TO
BOTH DST AND STATE STREET.
EACH PARTY RESERVES THE RIGHT TO DEVOTE ADDITIONAL
RESOURCES TO SUPPORT THE OPERATION OF BOSTON FINANCIAL WHEN SUCH PERFORMANCE IS
CONSISTENTLY BELOW STANDARD FOR A PERIOD OF 90 DAYS.
ALL REASONABLE COSTS
RELATED TO SUCH ADDITIONAL ASSISTANCE SHALL BE CHARGED TO BOSTON FINANCIAL IF
APPROVED BY BOSTON FINANCIAL'S BOARD OF DIRECTORS; OTHERWISE SUCH COSTS SHALL BE
BORNE BY THE PARTY DEVOTING SUCH ADDITIONAL RESOURCES.
SECTION 6.
REPRESENTATIONS AND
WARRANTIES.
6.1.
REPRESENTATIONS AND WARRANTIES OF STATE STREET.
STATE STREET
HEREBY REPRESENTS AND WARRANTS THAT:
(A)
NO VIOLATION OF AGREEMENTS.
TO THE BEST OF STATE STREET'S
KNOWLEDGE, NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY STATE STREET
OR OF THE SERVICE AGREEMENT BY THE BANK, NOR THE COMPLIANCE WITH THE PROVISIONS
HEREOF OR THEREOF BY STATE STREET AND THE BANK, WILL VIOLATE ANY LAW OR
REGULATIONS, OR ANY ORDER OR DECREE OF ANY COURT OR GOVERNMENTAL
INSTRUMENTALITY, OR WILL CONFLICT WITH, OR RESULT IN A BREACH OF, ANY INDENTURE,
MORTGAGE, DEED OF TRUST, AGREEMENT OR OTHER INSTRUMENT TO WHICH STATE STREET OR
THE BANK IS A PARTY OR BY WHICH STATE STREET OR THE BANK IS BOUND, OR VIOLATE
ANY PROVISION OF THE ARTICLES OF ORGANIZATION OR BY-LAWS OF STATE STREET.
(B)
NO MATERIAL ADVERSE AGREEMENTS.
STATE STREET IS NOT A PARTY TO
ANY AGREEMENT OR INSTRUMENT OR SUBJECT TO ANY CORPORATE RESTRICTION MATERIALLY
AND ADVERSELY AFFECTING ITS OPERATIONS, BUSINESS, PROPERTIES OR FINANCIAL
CONDITION.
(C)
NO LITIGATION.
UNLESS OTHERWISE DISCLOSED IN WRITING TO DST BY
STATE STREET IN CONNECTION WITH THIS AGREEMENT, THERE ARE NO ACTIONS, SUITS OR
PROCEEDINGS PENDING, OR TO THE BEST OF STATE STREET'S KNOWLEDGE THREATENED,
WHICH QUESTION THE VALIDITY OF THIS AGREEMENT OR THE SERVICE AGREEMENT OR WHICH
MIGHT RESULT IN ANY MATERIAL ADVERSE CHANGE IN THE BUSINESS, OPERATIONS,
AFFAIRS, PROPERTIES OR ASSETS OR IN THE CONDITION, FINANCIAL OR OTHERWISE, OF
STATE STREET OR WHICH AFFECT STATE STREET'S ABILITY TO FULFILL ITS OBLIGATIONS
CONTEMPLATED HEREBY OR THEREBY OR WHICH IN ANY WAY IMPAIR THE RIGHT
Portions of this document have been redacted pursuant to a Request for
Confidential Treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Redacted portions are indicated with the notation "[***]".
OF STATE STREET OR THE BANK TO PERFORM AS CONTEMPLATED IN THIS AGREEMENT OR THE
SERVICE AGREEMENT.
(D)
GOVERNMENTAL ACTION.
EXCEPT AS PROVIDED IN THIS AGREEMENT, TO THE
BEST OF STATE STREET'S KNOWLEDGE, NO CONSENT, APPROVAL OR AUTHORIZATION OF OR
DECLARATION OR FILING WITH, ANY GOVERNMENTAL OR PUBLIC BODY OR AUTHORITY IS
REQUIRED TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE BY STATE STREET OF
THIS AGREEMENT OR