Representations and Warranties of Eastern American. Eastern American hereby represents and warrants that (a) it is a corporation duly organized and validly existing under the laws of the State of West Virginia, with full corporate power and authority to engage in its business and has the necessary power and authority to execute, deliver and perform this Agreement, (b) it will not at any time deposit any Trust Units unless such Trust Units were issued pursuant to an effective registration statement under the Securities Act, or in a transaction not requiring registration under the Securities Act, (c) all of the Trust Units deposited in the Deposit Account pursuant to the second sentence of Section 2.01 will be legally and validly issued and outstanding and holders of the Trust Units will be entitled to the benefits of the Trust Agreement and (d) neither the Depositary, the Trust nor the Trustee shall be liable to any Person for any expense or damage incurred as a result of any breach by Eastern American of these representations and warranties, which shall survive the deposit of Trust Units and Treasury Obligations and the issuance of SPERs™.
