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

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients that: 5.1.1 it is validly organized and existing under the laws of the State of Delaware; 5.1.2 it, or any another Service Provider, as applicable, holds, or will timely hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 5.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager; 5.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients NEP Parties that: 5.1.1 8.1.1 it is validly organized and existing under the laws of the State of Delaware; 5.1.2 it, 8.1.2 it or any another Service Provider, as applicable, holds, or will timely and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might no longer be cancelledvalid; 5.1.3 8.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 8.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 8.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager’s ability to perform its obligations under this Agreement; 5.1.6 8.1.6 no authorization, consent or approvalapproval of, or filing with or notice to to, any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 8.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (ia) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (iib) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients that: 5.1.1 8.1.1 it is validly organized and existing under the laws of the State of Delaware; 5.1.2 8.1.2 it, or any another Service Provider, as applicable, holds, or will timely and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 5.1.3 8.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 8.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 8.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager, any Services to be provided hereunder, or any Service Recipients; 5.1.6 8.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 8.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients thatas follows: 5.1.1 it (i) It is validly duly organized and validly existing under the laws of the State of Delaware; 5.1.2 itand has all requisite authority to enter into, or any another Service Providerexecute, as applicable, holds, or will timely hold, such Permits as are necessary to deliver and perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelledunder this Agreement; 5.1.3 (ii) The performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; (iii) The Manager has been duly appointed by the power, capacity Board of Trustees of the Trust and authority shareholders of the Trust to enter into provide investment services to the Funds as contemplated by this Agreement and is authorized to perform its delegate any and all duties and obligations hereunderthereunder; 5.1.4 it (iv) The Manager has taken all necessary action received the Adviser’s Privacy Policy and Part 2 of Form ADV of the Adviser at least 48 hours prior to authorize the execution, delivery and performance date of the execution of this Agreement; 5.1.5 (v) The Manager is registered as an investment adviser under the execution Advisers Act and delivery is registered or licensed as an investment adviser under the laws of this Agreement by all jurisdictions in which its activities require it to be so registered or licensed; (vi) The Manager is a member of the NFA and is registered under the performance by it CEA as a commodity pool operator; (vii) The Funds (as defined in Schedule A hereto) are each a “qualified eligible person” (“QEP”) as defined in Regulation 4.7 under the CEA and consent to being treated as an exempt account under CFTC Regulation 4.7(c); (viii) Upon request, the Manager will deliver to the Adviser a true and complete copy of the Trust’s registration statement with respect to the Funds, as effective from time to time, such other documents or instruments governing the investments of the Funds, if applicable, and such other information as is necessary for the Adviser to carry out its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager; 5.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 (ix) The organization and structure of the Funds and the conduct of the business of the Funds as contemplated by this Agreement constitutes its valid Agreement, complies, and legally binding obligationshall at all times comply, enforceable against it in accordance with its terms, subject to (i) the requirements imposed upon the Manager and the Funds by applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equitylaw.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients that: 5.1.1 9.1.1 it (and, as applicable, its general partner) is validly organized and existing under the laws of the State of DelawareLaws governing its formation and existence; 5.1.2 9.1.2 it, or any another Service Provider, as applicable, holds, or will timely hold, holds such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, of any reason why such Permits might be cancelled; 5.1.3 9.1.3 it (or, as applicable, its general partner on its behalf) has the power, capacity and authority to enter into this Agreement and to perform its duties and obligations hereunder; 5.1.4 9.1.4 it (or, as applicable, its general partner) has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 9.1.5 the execution and delivery of this Agreement by it (or, as applicable, its general partner on its behalf) and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing InstrumentsInstruments (or, as applicable, the Governing Instruments of its general partner), or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager; 5.1.6 9.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it (or, as applicable, its general partner on its behalf) of this Agreement; and 5.1.7 9.1.7 this Agreement constitutes its a valid and legally binding obligation, obligation of it enforceable against it in accordance with its terms, subject to to: (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally generally; and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients thatEquity Purchaser as follows: 5.1.1 it 6.1 The Manager is validly organized the record holder and/or beneficial owner of, and existing under the laws has sole voting power and sole power of disposition with respect to, all of the State shares of Delaware;the Service Company, free and clear of any Lien. 5.1.2 it6.2 The Manager has all necessary power and capacity to execute and deliver this Agreement, or any another Service Provider, as applicable, holds, or will timely hold, such Permits as are necessary to perform its his obligations hereunder and is not aware ofto consummate the transactions contemplated hereby. The Agreement has been duly and validly executed and delivered by the Manager and, or shall inform assuming the Service Recipients promptly upon knowledge ofdue authorization, any reason why such Permits might be cancelled; 5.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 the execution and delivery of this Agreement hereof by it the Service Company and the performance by it of its obligations hereunder do not Equity Purchaser, constitutes a legal, valid and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations obligation of the Manager; 5.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 this Agreement constitutes its valid and legally binding obligation, Manager enforceable against it the Manager in accordance with its terms, subject to (i) applicable the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization reorganization, moratorium and other similar laws of general application limiting the enforcement of relating to or affecting creditors’ rights and remedies generally and general equitable principles (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding in equity or at law law). 6.3 The execution, delivery and performance of this Agreement by the Manager and the consummation of the transactions contemplated hereby by the Manager do not and will not (i) conflict with or violate any Law or any Order applicable to the Manager or by which he or any of his properties or assets is bound or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the loss of a benefit under, or give rise to the creation of any Lien on the Covered Shares or any of the properties or assets of the Manager under, or any right of termination, cancellation, amendment or acceleration of, any Contract to which the Manager is a party or by which the Manager or any of his properties or assets is bound, except, in the case of clauses (i) and (ii), for any such conflict, violation, breach, default, acceleration, loss, right or other occurrence which would not, individually or in equitythe aggregate, prevent, materially delay or materially impede the ability of the Manager to carry out his obligations under, and to consummate the transactions contemplated by, this Agreement.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients that: 5.1.1 it (i) It is validly a corporation duly organized and validly existing under the laws of the State of Delaware;Nevada. 5.1.2 it, or any another Service Provider, (ii) It has full legal power and right to carry on it business as applicable, holds, or will timely hold, such Permits is now being conducted and as are necessary proposed to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 5.1.3 it conducted. It has the power, capacity legal power and authority right under the laws of Nevada to enter into and perform this Agreement and to perform its obligations hereunder; 5.1.4 it has taken all necessary action to authorize the execution, delivery transactions contemplated hereby; and performance that the consummation of this Agreement; 5.1.5 the execution and delivery of transactions contemplated by this Agreement by it and the performance by it will neither violate nor be in conflict with: (A) any provision of its obligations hereunder do not and will not contravene, breach Articles of Incorporation or result in Bylaws; (B) any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law instrument to which it is a party or by which it or any of its properties Affiliates or any of their respective assets may be are bound; (C) any judgment, except for order, ruling or decrees applicable to it or any such contraventionof its Affiliates as a party in interest or any law, breach rule or default which would not regulation applicable to it or any of its Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of it or any of its Affiliates. (iii) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have a material adverse effect been duly validly authorized by all requisite corporate action on the business, assets, financial condition or results of operations part of the Manager;. 5.1.6 no authorization, consent or approval, or filing with or notice to any Person (iv) This Agreement is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 this Agreement constitutes its a valid and legally binding obligation, obligation of the Manager and is enforceable against it in accordance with its termsterms against it, subject to (i) and limited by the effect of applicable bankruptcy, insolvency, moratorium, fraudulent transfer or conveyance, reorganization reorganization, receivership, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally. (v) No consent of any person not a party to this Agreement and other laws no consent of general application limiting any governmental authority is required to be obtained on its part in connection with or resulting from the enforcement execution or performance of creditors’ rights this Agreement. (vi) Neither it nor any of its Affiliates has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect of the matters provided for in this Agreement, and remedies generally if any such obligation or liability exists, it shall be the sole obligation of the Manager or its Affiliate. (vii) None of the statements, representations or warranties made by it in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading. (viii) It understands and (ii) general principles acknowledges that the Software has not been tested or verified by any testing laboratory or facility and that neither CCI nor any of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as its Affiliates has made or hereby makes any representation or warranty with respect to the availability performance, adequacy or commercial viability of equitable remedies, whether such principles are considered in a proceeding at law or in equityany of the Software.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients NEP Parties that: 5.1.1 8.1.1 it is validly organized and existing under the laws of the State of Delaware; 5.1.2 it, 8.1.2 it or any another Service Provider, as applicable, holds, or will timely and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might no longer be cancelledvalid; 5.1.3 8.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 8.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 8.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager's ability to perform its obligations under this Agreement; 5.1.6 8.1.6 no authorization, consent or approvalapproval of, or filing with or notice to to, any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 8.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (ia) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ ' rights and remedies generally and (iib) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients that: 5.1.1 8.1.1 it is validly organized and existing under the laws of the State of Delaware; 5.1.2 8.1.2 it, or any another Service Provider, as applicable, holds, or will timely and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 5.1.3 8.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 8.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 8.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager; 5.1.6 , any Services to be provided hereunder, or any Service Recipients; no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 8.1.6 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to each Underwriter and agrees with the Service Recipients Underwriters that: 5.1.1 it (a) the Manager has been duly organized and is validly organized and existing as a société à responsibilité limitée in good standing (or equivalent) under the laws of the State Grand Duchy of DelawareLuxembourg and has full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Manager and each of its Subsidiaries is duly qualified as a foreign entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; 5.1.2 it(b) this Agreement has been duly authorized, or any another Service Providerexecuted and delivered by the Manager; (c) the Manager has full right, as applicable, holds, or will timely hold, such Permits as are necessary power and authority to execute and delivery each of the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder, and all action required to be taken for the due and proper authorization, execution and delivery by it of each Transaction Document to which it is not aware party and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken; (d) no consent, approval, authorization, or order of, or shall inform the Service Recipients promptly upon knowledge offiling or registration with, any reason why such Permits might be cancelled; 5.1.3 it has court or governmental authority or agency is necessary or required for the power, capacity and authority to enter into performance by the Manager of its obligations under this Agreement and to perform its obligations hereunderthe Management Agreement, except such as have been already obtained or as may be required under the Securities Act, Exchange Act Regulations, state securities laws, FINRA or NASDAQ; 5.1.4 (e) the Manager is not in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or will be a party in connection with this Agreement (including the Management Agreement) or by which it has taken all necessary action may be bound, or to authorize which any of the property or assets of the Manager is subject (collectively, “Manager’s Agreements and Instruments”), except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement; 5.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravenenot, and in the case of the performance of the Management Agreement, will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or repayment event under, or result in the creation or imposition of any default under its Governing Instrumentslien, charge or encumbrance upon any property or assets of the Manager pursuant to, the Manager’s Agreements and Instruments (except for such conflicts, breaches, defaults or repayment events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (A) the provisions of the organizational and governing documents of the Manager or (B) any statute, law, rule, regulation, or under order of any mortgagegovernment agency or body or any court, leasedomestic or foreign, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it having jurisdiction over the Manager or any of its assets, properties or assets may be boundoperations, except in the case of clause (B) only, for any such contravention, breach or default which violation that would not result in a Material Adverse Effect; (f) the Manager possesses, and is in compliance with the terms of, all licenses necessary or material to the conduct of the business of the Manager now conducted or proposed in the Registration Statement, the Disclosure Package and the Prospectus to be conducted by the Manager, except where the failure to possess such licenses would not, singly or in the aggregate, result in a Material Adverse Effect, and has not received any notice of proceedings relating to the revocation or modification of any licenses that, if determined adversely to the Manager would, individually or in the aggregate, have a Material Adverse Effect; (g) the Manager has not been notified that any of its executive officers or key employees named in the Registration Statement, the Disclosure Package and the Prospectus (each, a “Company-Focused Professional”) plans to terminate his or her employment with the Manager. Neither the Manager nor, to the knowledge of the Manager, any Company-Focused Professional is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Manager as described in the Registration Statement, the Disclosure Package and the Prospectus; (h) the statements and other information regarding the Manager in the Registration Statement, the Disclosure Package and the Prospectus, including, but not limited to: (i) the first two paragraphs under the captions “Prospectus Summary—Our Manager,” “Business—Our Manager,” and “Our Management—Our Manager and the Management Team—Track Record of our Manager’s Senior Management Team”; and (ii) those made under the captions “Prospectus Summary—Our Acquisition Targets,” “Prospectus Summary—Conflicts of Interest,” “Business—Our Acquisition Targets,” “Our Management—C-QUADRAT’s Executive Board,” and “Our Management—C-QUADRAT’s Senior Management Team” are true and correct in all material adverse effect on respects; (i) the businessManager has not taken, and will not take, directly or indirectly, any action that is designed to or that has constituted or that would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) there are no actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) now pending, or, to the knowledge of the Manager, threatened against or affecting the Manager that, if determined adversely to the Manager, would, individually or in the aggregate, have a Material Adverse Effect; (k) the Manager and its subsidiaries are insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are prudent and customary for the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Manager or any of its subsidiaries or their respective businesses, assets, financial condition employees, officers and directors are in full force and effect; and neither the Manager nor any such subsidiary has been refused any insurance coverage sought or results applied for; (l) the Manager is not prohibited by the Investment Advisers Act of operations 1940, as amended (the “Advisers Act”), or the rules and regulations thereunder, from performing its obligations under the Management Agreement as described in the Registration Statement, the Disclosure Package and the Prospectus; and the Manager is not registered and is not required to be registered as an investment adviser under the Advisers Act; (m) the Manager (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares; (n) the Management Agreement has been duly authorized by all necessary action constitutes a valid and binding agreement of the Manager; 5.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 this Agreement constitutes its valid and legally binding obligation, Manager enforceable against it in accordance with its terms, subject except to (i) the extent limited by applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization reorganization, moratorium and other similar laws of general application limiting the enforcement of relating to or affecting creditors’ rights and remedies generally generally, and (ii) subject, as to enforceability, to general principles of equityequity and, including standards with respect to equitable relief, the discretion of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability court before which any proceeding therefor may be brought (regardless of equitable remedies, whether such principles are considered enforcement is sought in a proceeding at law or in equity); (o) the Manager operates under the Company’s system of internal accounting controls in order to provide reasonable assurances that (A) transactions effectuated by it on behalf of the Company pursuant to its duties set forth in the Management Agreement are executed in accordance with management’s general or specific authorization; and (B) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; and (p) the Manager has the financial, personnel and other resources available to it necessary for the performance of its services and obligations as contemplated hereby and in the Management Agreement, the Registration Statement, the Disclosure Package and the Prospectus.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients that: 5.1.1 8.1.1 it is validly organized and existing under the laws of the State of Delaware; 5.1.2 8.1.2 it, or any another Service Provider, as applicable, holds, or will timely and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 5.1.3 8.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 8.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 8.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager; 5.1.6 8.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 8.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients XPLR Parties that: 5.1.1 8.1.1 it is validly organized and existing under the laws of the State of Delaware; 5.1.2 it, 8.1.2 it or any another Service Provider, as applicable, holds, or will timely and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might no longer be cancelledvalid; 5.1.3 8.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 8.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 8.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager’s ability to perform its obligations under this Agreement; 5.1.6 8.1.6 no authorization, consent or approvalapproval of, or filing with or notice to to, any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 8.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (ia) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (iib) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients that:Portfolio Manager and the Funds as follows; 5.1.1 (a) The Manager is registered as an investment adviser under the Advisers Act and will continue to be so registered so long as this Agreement remains in effect; (b) The Manager will immediately notify the Portfolio Manager of the occurrence of any event that would substantially impair the Manager’s ability to fulfill its commitment under this Agreement or disqualify the Manager from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act. The Manager will also promptly notify the Portfolio Manager if it is validly served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Manager; (c) The Manager is fully authorized under all applicable law to enter into this Agreement and serve as Manager to the Funds and to perform the services described under this Agreement; (d) The Manager is a limited liability company duly organized and validly existing under the laws of the State state of DelawareDelaware with the power to own and possess its assets and carry on its business as it is now being conducted; 5.1.2 it(e) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s powers and have been duly authorized by all necessary action on the part of its members, and no action by or any another Service Provider, as applicable, holds, or will timely hold, such Permits as are necessary to perform its obligations hereunder and is not aware in respect of, or shall inform the Service Recipients promptly upon knowledge offiling with, any reason why such Permits might be cancelled; 5.1.3 it has governmental body, agency or official is required on the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 it has taken all necessary action to authorize part of the Manager for the execution, delivery and performance by the Manager of this Agreement; 5.1.5 , and the execution execution, delivery and delivery performance by the Manager of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach contravene or result in any constitute a default under its Governing Instruments(i) any provision of applicable law, rule or regulation, (ii) the Manager’s governing instruments, or under (iii) any mortgageagreement, leasejudgment, agreement injunction, order, decree or other legally instrument binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of upon the Manager; 5.1.6 no authorization, consent or approval, or filing with or notice to any Person (f) This Agreement is required in connection with a valid and binding agreement of the execution, delivery or performance by it of this AgreementManager; and 5.1.7 this Agreement constitutes its valid (g) The Manager agrees to maintain errors and legally binding obligation, enforceable against it omissions or professional liability insurance coverage in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization an amount that is reasonable in light of the nature and other laws scope of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equityManager’s business activities.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients that: 5.1.1 8.1.1 it is validly organized and existing under the laws of the State of Delaware; 5.1.2 8.1.2 it, or any another Service Provider, as applicable, holds, or will timely and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 5.1.3 8.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 8.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 8.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager, any Services to be provided hereunder, or any Service Recipients; 5.1.6 8.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 8.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Manager. 8.1.1 The Manager hereby represents and warrants to the Service Recipients Authority that: 5.1.1 (a) it is validly organized and existing incorporated under the laws of the State of Delaware; 5.1.2 itPakistan, or any another Service Provider, as applicable, holds, or will timely hold, such Permits as are necessary and has full power and authority to execute and perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 5.1.3 it has the power, capacity and authority to enter into under this Agreement and to perform its obligations hereundercarry out the transactions contemplated hereby; 5.1.4 (b) its registered office is situated at [●] (c) it has taken all necessary action corporate and other actions under applicable laws to authorize the execution, delivery and performance of this Agreement; 5.1.5 the execution and delivery of this Agreement by it and the performance by it of to validly exercise its rights and perform its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Managerthis Agreement; 5.1.6 no authorization(d) it has the financial standing, consent or approval, or filing with or notice technical ability and capacity to any Person is required in connection with the execution, delivery or performance by it of perform its obligations under this Agreement; and; 5.1.7 (e) this Agreement constitutes its legal, valid and legally binding obligation, enforceable against it in accordance with the terms hereof, and its termsobligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (f) it is subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other the laws of general application limiting Pakistan, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising hereunder including any obligation, liability or responsibility hereunder; (g) the enforcement execution, delivery and performance of creditors’ rights this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its constitutional document or memorandum and remedies generally and articles of association or any applicable laws or any covenant, contract, agreement, arrangement, understanding, decree or order to, which it or they, is or are a party or by which it or they or any of its or their properties or assets is bound or affected; (iih) general principles of equitythere are no actions, including standards of materialitysuits, good faithproceedings or investigations pending or, fair dealing and reasonablenessto its knowledge, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding threatened against it at law or in equity.equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any government department which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (j) it has complied with all applicable laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (k) all rights and interests given to the Manager under this Agreement shall pass to and vest in the Authority or its nominee on the termination of this Agreement free and clear of all liens, claims and encumbrances; and (l) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any government department pursuant to this Agreement contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading;

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Service Recipients that: 5.1.1 it is validly organized and existing under the laws of the State of Delaware; 5.1.2 it, or any another Service Provider, as applicable, holds, or will timely hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 5.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager; 5.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Manager. (a) The Manager hereby represents and warrants to the Service Recipients that: 5.1.1 it is validly organized and existing under the laws Initial Purchasers that as of the State date hereof and as of Delaware; 5.1.2 it, or any another Service Provider, as applicable, holds, or will timely hold, such Permits as are necessary to perform its obligations hereunder the Closing Date: (i) each of the representations and warranties of the Manager that is not aware of, or shall inform set forth in the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 5.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law Series 2014-1 Transaction Documents to which it is a party is and shall be true and correct in all material respects (unless such representation or by warranty specifically relates to an earlier date in which case it or will be true and correct in all material respects as of such earlier date), and (ii) the Manager is not and shall not be in breach, in any material respect, of any of its properties covenants or assets may be boundagreements set forth in this Agreement or any other Series 2014-1 Transaction Document to which it is a party. (b) In its capacity as sponsor, except for any such contraventionthe Manager has provided a written representation (the "17g-5 Representation") to each nationally recognized statistical rating organization (as defined in the Exchange Act) hired by the Manager to rate the Notes (collectively, breach or default the "Hired NRSROs"), which would not have a material adverse effect on satisfies the business, assets, financial condition or results requirements of operations paragraph (a)(3)(iii) of Rule 17g-5 of the Manager; 5.1.6 no authorizationExchange Act ("Rule 17g-5"). The Manager has complied with, consent or approvaland has caused the Issuer to comply with, or filing and will comply with, and will cause the Issuer to comply with, the 17g-5 Representation. The Issuer and the Manager shall be solely responsible for compliance with or notice to any Person is required Rule 17g-5 in connection with the executionissuance, delivery or performance monitoring and maintenance of the credit rating on the Notes. The Initial Purchasers are not responsible for compliance with any aspect of Rule 17g-5 in connection with the Notes. (c) This Agreement has been duly and validly executed and delivered by it the Manager. (d) This Agreement, when delivered by each of this Agreement; and 5.1.7 this Agreement constitutes its the parties hereto, will be the legal valid and legally binding obligationobligations of the Manager, enforceable against it the Manager in accordance with its terms, subject to (i) applicable except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and insolvency or other similar laws of general application limiting affecting the enforcement of creditors’ rights and remedies generally and (ii) or by general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to equity limiting the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.