Common use of Information Concerning the Sub-Advisor Clause in Contracts

Information Concerning the Sub-Advisor. The Sub-Advisor hereby represents and warrants that: (i) the Sub-Advisory Agreement has been duly and validly authorized, executed and delivered by the Sub-Advisor and constitutes a valid agreement of the Sub-Advisor enforceable in accordance with its terms; (ii) the execution and delivery of the Sub-Advisory Agreement, the consummation of the transactions therein contemplated and compliance with the terms of the Sub-Advisory Agreement by the Sub-Advisor will not conflict with or constitute a default under its limited liability company agreement to which the Sub-Advisor is a party, or any law, order, rule or regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Sub-Advisor, except for such conflicts or defaults that would not reasonably be expected to have or result in a Material Adverse Effect; (iii) no consent, approval, authorization or order of any court or other governmental agency or body has been or is required for the performance of the Sub-Advisory Agreement by the Sub-Advisor, or for the consummation of the transactions contemplated thereby, other than those that have already been made or obtained; (iv) the Sub-Advisor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign limited liability company in each other jurisdiction in which the nature of its business would make such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have or result in a Material Adverse Effect; and (v) the Sub-Advisor complies with the Advisers Act and all other applicable federal and state laws, regulations, and rules.

Information Concerning the Sub-Advisor. The On the date hereof and as of each Documented Closing Date, Ameriprise shall receive a letter dated as of such date from the Sub-Advisor hereby represents and warrants confirming that: (i1) the Sub-Advisory Agreement has been duly and validly authorized, executed and delivered by the Sub-Advisor and constitutes a valid agreement of the Sub-Advisor enforceable in accordance with its terms; (ii2) the execution and delivery of the Sub-Advisory Agreement, the consummation of the transactions therein contemplated and compliance with the terms of the Sub-Advisory Agreement by the Sub-Advisor will not conflict with or constitute a default under its limited liability company agreement to which the Sub-Advisor is a party, or any law, order, rule or regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Sub-Advisor, except for such conflicts or defaults that would not reasonably be expected to have or result in a Sub-Advisor Material Adverse Effect; (iii3) no consent, approval, authorization or order of any court or other governmental agency or body has been or is required for the performance of the Sub-Advisory Agreement by the Sub-Advisor, or for the consummation of the transactions contemplated thereby, other than those that have already been made or obtained; and (iv4) the Sub-Advisor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Illinois and is duly qualified to do business as a foreign limited liability company in each other jurisdiction in which the nature of its business would make such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have or result in a Sub-Advisor Material Adverse Effect; and (v) the Sub-Advisor complies with the Advisers Act and all other applicable federal and state laws, regulations, and rules.

Information Concerning the Sub-Advisor. The On the date hereof and as of each Documented Closing Date, Ameriprise shall receive a letter dated as of such date from the Sub-Advisor hereby represents and warrants Advisor, confirming that: (i1) the Sub-Advisory Agreement has been duly and validly authorized, executed and delivered by the Sub-Advisor and constitutes a valid valid, binding and enforceable agreement of the Sub-Advisor enforceable in accordance with its termsAdvisor; (ii2) the execution and delivery of the Sub-Advisory Agreement, the consummation of the transactions therein contemplated and compliance with the terms of the Sub-Advisory Agreement by the Sub-Advisor will not conflict with or constitute a default under its limited liability company articles of organization or any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Sub-Advisor is a party, or any law, order, rule or regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Sub-AdvisorAdvisor or any of its property, except for such conflicts or defaults that would not reasonably be expected to have have, individually or result in the aggregate, a Material Adverse Effect; (iii3) no consent, approval, authorization or order of any court or other governmental agency or body has been or is required for the performance of the Sub-Advisory Agreement by the Sub-Advisor, or for the consummation of the transactions contemplated thereby, other than those that have already been made or obtained; and (iv4) the Sub-Advisor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign limited liability company in each other jurisdiction in which the nature of its business would make such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have or result in a Material Adverse Effect; and (v) the Sub-Advisor complies with the Advisers Act and all other applicable federal and state laws, regulations, and rules.

Information Concerning the Sub-Advisor. The On the date hereof and as of each Documented Closing Date, Ameriprise shall receive a letter dated as of such date from the Sub-Advisor hereby represents and warrants Advisor, confirming that: (i1) the Sub-Advisory Agreement has been duly and validly authorized, executed and delivered by the Sub-Advisor and constitutes a valid valid, binding and enforceable agreement of the Sub-Advisor enforceable in accordance with its termsAdvisor; (ii2) the execution and delivery of the Sub-Advisory Agreement, the consummation of the transactions therein contemplated and compliance with the terms of the Sub-Advisory Agreement by the Sub-Advisor will not conflict with or constitute a default under its limited liability company articles of organization or any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Sub-Advisor is a party, or any law, order, rule or regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Sub-AdvisorAdvisor or any of its property, except for such conflicts or defaults that would not reasonably be expected to have have, individually or result in the aggregate, a Material Adverse Effect; (iii3) no consent, approval, authorization or order of any court or other governmental agency or body has been or is required for the performance of the Sub-Advisory Agreement by the Sub-Advisor, or for the consummation of the transactions contemplated thereby, other than those that have already been made or obtained; and (iv4) the Sub-Advisor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign limited liability company in each other jurisdiction in which the nature of its business would make such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have or result in a Material Adverse Effect; and (v) the Sub-Advisor complies with the Advisers Act and all other applicable federal and state laws, regulations, and rules...

Information Concerning the Sub-Advisor. The On the date hereof and as of each Documented Closing Date, Ameriprise shall receive a letter dated as of such date from the Sub-Advisor hereby represents and warrants confirming that: (i1) the Sub-Advisory Agreement has been duly and validly authorized, executed and delivered by the Sub-Advisor and constitutes a valid agreement of the Sub-Advisor enforceable in accordance with its terms; (ii2) the execution and delivery of the Sub-Advisory Agreement, the consummation of the transactions therein contemplated and compliance with the terms of the Sub-Advisory Agreement by the Sub-Advisor will not conflict with or constitute a default under its limited liability company agreement to which the Sub-Advisor is a party, or any law, order, rule or regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Sub-Advisor, except for such conflicts or defaults that would not reasonably be expected to have or result in a Sub-Advisor Material Adverse Effect; (iii3) no consent, approval, authorization or order of any court or other governmental agency or body has been or is required for the performance of the Sub-Advisory Agreement by the Sub-Advisor, or for the consummation of the transactions contemplated thereby, other than those that have already been made or obtained; and (iv4) the Sub-Advisor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Illinois and is duly qualified to do business as a foreign limited liability company in each other jurisdiction in which the nature of its business would make such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have or result in a Sub-Advisor Material Adverse Effect; and (v) the Sub-Advisor complies with the Advisers Act and all other applicable federal and state laws, regulations, and rules.. OC\1079834.2 Xxxxx Watermark Selected Dealer Agreement

Information Concerning the Sub-Advisor. The On the date hereof and as of each Documented Closing Date, Securities America shall receive a letter dated as of such date from the Sub-Advisor hereby represents and warrants Advisor, confirming that: (i1) the Sub-Advisory Agreement has been duly and validly authorized, executed and delivered by the Sub-Advisor and constitutes a valid valid, binding and enforceable agreement of the Sub-Advisor enforceable in accordance with its termsAdvisor; (ii2) the execution and delivery of the Sub-Advisory Agreement, the consummation of the transactions therein contemplated and compliance with the terms of the Sub-Advisory Agreement by the Sub-Advisor will not conflict with or constitute a default under its limited liability company articles of organization or any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Sub-Advisor is a party, or any law, order, rule or regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Sub-AdvisorAdvisor or any of its property, except for such conflicts or defaults that would not reasonably be expected to have have, individually or result in the aggregate, a Material Adverse Effect; (iii3) no consent, approval, authorization or order of any court or other governmental agency or body has been or is required for the performance of the Sub-Advisory Agreement by the Sub-Advisor, or for the consummation of the transactions contemplated thereby, other than those that have already been made or obtained; and (iv4) the Sub-Advisor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign limited liability company in each other jurisdiction in which the nature of its business would make such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have or result in a Material Adverse Effect; and (v) the Sub-Advisor complies with the Advisers Act and all other applicable federal and state laws, regulations, and rules.