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disclosing party; or (vi) is required to be disclosed by a court of competent jurisdiction. 4. REPRESENTATIONS AND WARRANTIES. 4.1 Representations of Morningstar. Morningstar represents and warrants to Plan Sponsor that it is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended and, to Morningstar's knowledge (a) it has all rights in and to all the Morningstar Intellectual Property necessary to market, distribute the Advisory Services in accordance with the terms of this Agreement; (b) this Agreement is binding on Morningstar; and (c) Morningstar's entry into this Agreement does not violate any prior obligation or agreement of Morningstar. Morningstar represents and warrants to Plan Sponsor that the Managed Account Services will (a) apply generally accepted investment theories; (b) be diversified to minimize risk of large losses due to asset class concentration; (c) be designed to provide varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income based on participant's age, retirement date or life expectancy; and (d) change the asset allocation and associated risk levels over time to become more conservative with increasing age. 4.2. Representations of Plan Sponsor. Plan Sponsor represents and warrants to Morningstar that (a) Plan Sponsor has the authority and power to enter into and comply with its obligations under this Agreement and the rights and licenses necessary to enter into and perform its obligations under this Agreement; (b) this Agreement is binding on Plan Sponsor and the Plan; (c) Plan Sponsor's entry into this Agreement does not violate any prior obligation or agreement of Plan Sponsor or the Plan; (d) the individual signing this Agreement and any Exhibits thereto on behalf of Plan Sponsor is a named fiduciary of Plan or is authorized to sign on behalf of the Plan 4 Non -ERISA July 2021 Sponsor in its capacity as a named fiduciary of Plan and is authorized to sign on behalf of the Plan Sponsor in its corporate capacity; (e) consistent with the terms and conditions contained in all governing documents of Plan Sponsor's Plan with respect to the voting of proxies, Plan Sponsor, the Plan's trustee or such other person designated by the Plan will vote proxies for securities held in any investment account for which Morningstar may provide advice hereunder, and that Morningstar shall have no responsibility or liability for proxy voting, (f) Plan Sponsor has reviewed the fees and expenses that will be paid to Morningstar, described in Exhibit B, and have determined that such fees and expenses are reasonable, and (g) the instruments under which the Plan is maintained authorize the Plan to pay any fees for which the Plan is responsible as provided in this Agreement. 5. DISCLAIMERS: 5.1 Data Disclaimer. Morningstar will use commercially reasonable efforts to ensure that the data, analysis, opinion, and other information contained in the Advisory Services are correct. Although gathered from sources believed to be reliable, Plan Sponsor acknowledges that Morningstar cannot guarantee the accuracy of the data or information used to provide the Advisory Services. The completeness and timeliness of all data and information used to provide the Advisory Services is dependent upon the sources of such data and information, which are outside of Morningstar's control. 5.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MORNINGSTAR PROVIDES NO WARRANTIES, EITHER EXPRESS, IMPLIED OR OTHERWISE WITH RESPECT TO THE ADVISORY SERVICES DELIVERED PURSUANT TO THIS AGREEMENT, OR THE SOFTWARE COMPRISING THE ADVISORY SERVICES, AND TO THE EXTENT PERMITTED BY LAW, MORNINGSTAR DISCLAIMS THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE