Common use of Representations, Warranties and Covenants of Manager Clause in Contracts

Representations, Warranties and Covenants of Manager. Manager represents, warrants and covenants that: (a) it has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; (b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of Manager; (c) the execution, delivery and performance of this Agreement and the consummation of this Agreement will not constitute a default under any contract by which Manager or any of Manager’s assets are bound; or an event that would, with notice or lapse of time, or both, constitute such a default; (d) it is registered as an investment advisor under the Advisers Act, and agrees that it will promptly notify Safeco of any change in this status; (e) the Services will be rendered with promptness and diligence and will be executed by qualified personnel in accordance with the practices and professional standards used by similar investment management firms performing services similar to the Services; (f) Manager is in compliance with all Laws applicable to it, will perform the Services in compliance with all applicable Laws (subject to the receipt of information to be provided to Manager hereunder), and has obtained and will maintain all applicable permits and licenses required of it in connection with its obligations under this Agreement; (g) Manager will perform the Services in a manner that does not infringe upon the proprietary rights of any third party; (h) there is no outstanding litigation, arbitrated matter or other dispute to which Manager is a party which, if decided unfavorably to Manager, would have a material adverse effect on Manager’s ability to perform the Services; (i) Manager has not been, and is currently not, subject to any sanctions by the Securities and Exchange Commission or any other regulatory or administrative entity, except as disclosed in its Form ADV as of the Effective Date; (j) Manager maintains and will continue to maintain a disaster recovery and business continuity plan that is designed to permit Manager to recover from a disaster and continue providing services to its customers including Safeco. Manager has tested and will continue to update and test its plan on a regular basis to ensure that it is operational throughout the Term; and (k) as of the Effective Date, Manager is a wholly-owned subsidiary of BlackRock, Inc. and is the operating entity which operates as the primary fixed income manager and provider of investment accounting and risk management services in the BlackRock group. As of the Effective Date, a majority of the BlackRock Solutions business operations are conducted within the Manager entity. If the business of Manager substantially changes in a manner that may impair the ability of Manager to perform its obligations hereunder, Manager will promptly notify Safeco and provide reasonable assurances of Manager’s means of continuing to provide the Services and support its obligations hereunder.

Representations, Warranties and Covenants of Manager. Manager represents, warrants and covenants that: (a) Manager hereby represents and warrants to, and agrees with, Client that: (i) Manager shall use commercially reasonable efforts to become duly registered as an investment adviser under the Advisers Act (“Advisers Act Registration”), no later than the deadline imposed by the SEC under the Private Fund Investment Advisers Registration Act of 2010 or such earlier time as Advisers Act Registration may be required; (ii) Manager, (A) prior to its Advisers Act Registration becoming effective, shall at all times act in accordance with, and be subject to the same duties and obligations with respect to Client and the Managed Assets as if Manager was registered as an investment adviser under, the Advisers Act (except that Manager need not comply with the requirements that it has complete, file with the requisite corporate power SEC and authority deliver to enter into its clients, as applicable, Parts 1 and 2 of Form ADV) and, (B) after its Advisers Act Registration is effective and for the term of this Agreement, shall remain duly registered as an investment adviser under the Advisers Act; (iii) this Agreement has been duly authorized, executed and to carry out delivered by Manager and constitutes Manager’s legal, valid and binding obligation; (iv) the execution and delivery by Manager of, and compliance by Manager with, this Agreement, and the performance by Manager of the services hereunder, and the transactions contemplated and agreements which Manager enters into on behalf of Client with any counterparty pursuant to this Agreement will not violate the constituent documents of, or any material law, rule, regulation, order, decree or judgment binding on Manager, or any material contractual restriction binding on or affecting Manager or its properties and no governmental or other notice or consent is required in connection with the execution or delivery of this Agreement by Manager or, to Manager’s knowledge, of any agreements governing or relating to Manager’s obligations hereunder; and (v) Manager shall at all times act in accordance with (x) this Agreement;Agreement (unless otherwise agreed to in advance by Client) and (y) any provision of Applicable Law, including by maintaining all necessary licenses, permits, requirements and other authorizations from the SEC and any other Governmental Authority. (b) the execution, delivery and performance Manager hereby covenants not to enter into any transaction or agreement on behalf of Client pursuant to this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of Manager; (c) the execution, delivery and performance of this Agreement and the consummation of this Agreement will not constitute a default under any contract by which Manager or any of Manager’s assets are bound; or an event that would, with notice or lapse of time, or both, constitute such a default; (d) it is registered as an investment advisor under the Advisers Act, and agrees that it will promptly notify Safeco of any change in this status; (e) the Services will be rendered with promptness and diligence and will be executed by qualified personnel in accordance with the practices and professional standards used by similar investment management firms performing services similar to the Services; (f) Manager is in compliance with all Laws applicable to it, will perform the Services in compliance with all applicable Laws (subject to the receipt of information to be provided to Manager hereunder), and has obtained and will maintain all applicable permits and licenses required of it in connection with its obligations under this Agreement; (g) Manager will perform the Services knows could result in a manner that does not infringe upon the proprietary rights violation of any third party; (h) there is no outstanding litigation, arbitrated matter or other dispute to which Manager is a party which, if decided unfavorably to Manager, would have a material adverse effect on Manager’s ability to perform the Services; (i) Manager has not been, and is currently not, subject to any sanctions by the Securities and Exchange Commission or any other regulatory or administrative entity, except as disclosed in its Form ADV as of the Effective Date; (j) Manager maintains and will continue to maintain a disaster recovery and business continuity plan that is designed to permit Manager to recover from a disaster and continue providing services to its customers including Safeco. Manager has tested and will continue to update and test its plan on a regular basis to ensure that it is operational throughout the Term; and (k) as of the Effective Date, Manager is a wholly-owned subsidiary of BlackRock, Inc. and is the operating entity which operates as the primary fixed income manager and provider of investment accounting and risk management services in the BlackRock group. As of the Effective Date, a majority of the BlackRock Solutions business operations are conducted within the Manager entity. If the business of Manager substantially changes in a manner that may impair the ability of Manager to perform its obligations hereunder, Manager will promptly notify Safeco and provide reasonable assurances of Manager’s means of continuing to provide the Services and support its obligations hereunderapplicable law.

Representations, Warranties and Covenants of Manager. The Manager represents, warrants and covenants agrees that: (a) it A. The Manager has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; (b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on Board of Trustees of the part Trust to delegate to the Sub-Adviser the provision of Manager;investment services to the Portfolio as contemplated hereby. B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations. D. The Manager (ci) the execution, delivery and performance of this Agreement and the consummation of this Agreement will not constitute a default under any contract by which Manager or any of Manager’s assets are bound; or an event that would, with notice or lapse of time, or both, constitute such a default; (d) it is registered as an investment advisor adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Manager will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio; provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The representations contained in Appendix B of this Agreement will be deemed to be repeated at all times until the termination of this Agreement. (i) The Manager is a commodity pool operator or a commodity trading advisor, and the Manager and any person with trading authority over the Trust’s accounts is registered as a Commodity Pool Operator or a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the “Commodity Act”) or has reviewed the registration requirements of the Commodity Act, and agrees the National Futures Association pertinent to Commodity Pool Operators and Commodity Trading Advisors and has determined that it will promptly notify Safeco of any change in this status; (e) the Services will be rendered with promptness and diligence and will be executed by qualified personnel in accordance with the practices and professional standards used by similar investment management firms performing services similar to the Services; (f) Manager Trust is in compliance with all Laws applicable to it, will perform such requirements; and (ii) the Services in compliance with all applicable Laws (subject to the receipt of information to be provided to Manager hereunder), and has obtained and will maintain all applicable permits and licenses required of it in connection with its obligations under this Agreement; (g) Manager will perform the Services in a manner that does not infringe upon the proprietary rights of any third party; (h) there is no outstanding litigation, arbitrated matter or other dispute to which Manager Trust is a party which“Qualified Eligible Person” as defined under Commodity Futures Trading Commission (“CFTC”) Regulation 4.7, if decided unfavorably it consents to Manager, would have a material adverse effect on Manager’s ability to perform the Services; (i) Manager its account being an “exempt account” for purposes of such Regulation and it acknowledges that it has not been, and been furnished with a disclosure document prepared in accordance with CFTC Regulation 4.31 because no such document is currently not, subject required pursuant to any sanctions by the Securities and Exchange Commission or any other regulatory or administrative entity, except as disclosed in its Form ADV as of the Effective Date; (j) Manager maintains and will continue to maintain a disaster recovery and business continuity plan that is designed to permit Manager to recover from a disaster and continue providing services to its customers including Safeco. Manager has tested and will continue to update and test its plan on a regular basis to ensure that it is operational throughout the Term; and (k) as of the Effective Date, Manager is a wholly-owned subsidiary of BlackRock, Inc. and is the operating entity which operates as the primary fixed income manager and provider of investment accounting and risk management services in the BlackRock group. As of the Effective Date, a majority of the BlackRock Solutions business operations are conducted within the Manager entity. If the business of Manager substantially changes in a manner that may impair the ability of Manager to perform its obligations hereunder, Manager will promptly notify Safeco and provide reasonable assurances of Manager’s means of continuing to provide the Services and support its obligations hereunderCFTC Regulation 4.7.

Representations, Warranties and Covenants of Manager. Manager representshereby represents and warrants that the following statements are true and correct as of the Effective Date, warrants and covenants thatto the Company and the Members thereof that the statements in this Section 1(d) shall be true and correct at all times that such Manager is a Manager: (ai) it the Manager is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; the Manager is duly qualified and in good standing in the jurisdiction of its principal place of business; and the Manager has the requisite corporate full power and authority to enter into execute and deliver this Agreement and the Operating Agreement and to carry out perform its obligations hereunder and thereunder, and all necessary actions by the transactions contemplated by this Agreement; (b) board of directors, shareholders, managers, members, partners, trustees, beneficiaries, or other applicable Persons necessary for the due authorization, execution, delivery delivery, and performance of this Agreement and the consummation of Operating Agreement by the transactions contemplated by this Agreement Manager have been duly authorized by the requisite corporate action on the part of Managertaken; (cii) the Manager has duly executed and delivered this Agreement and the Operating Agreement and they constitute the legal, valid, and binding obligation of that Manager enforceable against it in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity); (iii) the Manager’s authorization, execution, delivery delivery, and performance of this Agreement and the consummation of this Operating Agreement do not and will not constitute (i) conflict with, or result in a default under breach, default, or violation of, (A) the organizational documents of such Manager, (B) any contract by which Manager or any of Manager’s assets are bound; or an event that would, with notice or lapse of time, or both, constitute such a default; (d) it is registered as an investment advisor under the Advisers Act, and agrees that it will promptly notify Safeco of any change in this status; (e) the Services will be rendered with promptness and diligence and will be executed by qualified personnel in accordance with the practices and professional standards used by similar investment management firms performing services similar to the Services; (f) Manager is in compliance with all Laws applicable to it, will perform the Services in compliance with all applicable Laws (subject to the receipt of information to be provided to Manager hereunder), and has obtained and will maintain all applicable permits and licenses required of it in connection with its obligations under this Agreement; (g) Manager will perform the Services in a manner that does not infringe upon the proprietary rights of any third party; (h) there is no outstanding litigation, arbitrated matter or other dispute agreement to which the Manager is a party whichor is otherwise subject, if decided unfavorably or (C) any law, order, judgment, decree, writ, injunction, or arbitral award to Managerwhich the Manager is subject; or (ii) require any consent, would have a material adverse effect on Manager’s ability to perform the Servicesapproval or authorization from, filing or registration with, or notice to, any governmental authority or other Person, unless such requirement has already been satisfied; (iiv) the Manager has (or if the Manager is a disregarded entity, the person treated as owning the Manager’s assets for federal income tax purposes) is not beena Disqualified Person (as defined in the Operating Agreement), the Manager is a “United States person” within the meaning of Section 7701(a)(30) of the Code (or is an entity that is disregarded as separate from such a person for federal income tax purposes), and the Manager is currently not, not subject to any sanctions by the Securities and Exchange Commission or any other regulatory or administrative entity, except as disclosed in its Form ADV as withholding under Section 1446 of the Effective Date; (j) Manager maintains and will continue to maintain a disaster recovery and business continuity plan that is designed to permit Manager to recover from a disaster and continue providing services to its customers including Safeco. Manager has tested and will continue to update and test its plan on a regular basis to ensure that it is operational throughout the TermCode; and (kv) as of the Effective Date, Manager is a wholly-wholly owned direct or indirect subsidiary of BlackRock, Inc. and is the operating entity which operates as the primary fixed income manager and provider of investment accounting and risk management services in the BlackRock group. As of the Effective Date, a majority of the BlackRock Solutions business operations are conducted within the Manager entity. If the business of Manager substantially changes in a manner that may impair the ability of Manager to perform its obligations hereunder, Manager will promptly notify Safeco and provide reasonable assurances of Manager’s means of continuing to provide the Services and support its obligations hereunderNelnet.