Common use of Representations and Warranties of Sub-SubAdviser Clause in Contracts

Representations and Warranties of Sub-SubAdviser. The Sub-SubAdviser represents and warrants to the SubAdviser and the Fund as follows: (a) The Sub-SubAdviser is registered as an investment adviser under the Advisers Act; (b) The Sub-SubAdviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (c) The execution, delivery and performance by the Sub-SubAdviser of this Agreement are within the Sub-SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-SubAdviser for the execution, delivery and performance by the Sub-SubAdviser of this Agreement, and the execution, delivery and performance by the Sub-SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-SubAdviser; and (d) The Form ADV of the Sub-SubAdviser previously provided to the SubAdviser and all amendments to the Sub-SubAdviser’s Form ADV to be provided to SubAdviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Representations and Warranties of Sub-SubAdviser. The Sub-SubAdviser represents and warrants to the SubAdviser and the Fund as follows: (a) The Sub-SubAdviser is registered as an investment adviser under the Advisers Act; (b) The Sub-SubAdviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (c) The execution, delivery and performance by the Sub-SubAdviser of this Agreement are within the Sub-SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-SubAdviser for the execution, delivery and performance by the Sub-SubAdviser of this Agreement, and the execution, delivery and performance by the Sub-SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-SubAdviser; and (d) The Form ADV of the Sub-SubAdviser previously provided to the SubAdviser and all amendments to the Sub-SubAdviser’s 's Form ADV to be provided to SubAdviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Representations and Warranties of Sub-SubAdviser. The Sub-SubAdviser represents and warrants to the SubAdviser and the Fund as follows: (a) The Sub-SubAdviser is registered as an investment adviser under the Advisers Act; (b) The Sub-SubAdviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (c) The execution, delivery and performance by the Sub-SubAdviser of this Agreement are within the Sub-SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-SubAdviser for the execution, delivery and performance by the Sub-SubAdviser of this Agreement, and the execution, delivery and performance by the Sub-SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-SubAdviser; and (d) The Form ADV of the Sub-SubAdviser previously provided to the SubAdviser and all amendments to the Sub-SubAdviser’s 's Form ADV to be provided to SubAdviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Representations and Warranties of Sub-SubAdviser. The Sub-SubAdviser represents and warrants to the Adviser, SubAdviser and the Fund as follows: (a) The Sub-SubAdviser is registered as an investment adviser under the Advisers ActAct and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities pursuant to this Agreement require it to be so registered or licensed and will continue to be so registered for so long as this Agreement remains in effect; (b) The Sub-SubAdviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (c) The execution, delivery and performance by the Sub-SubAdviser of this Agreement are within the Sub-SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-SubAdviser for the execution, delivery and performance by the Sub-SubAdviser of this Agreement, and the execution, delivery and performance by the Sub-SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-SubAdviser; and; (d) The Sub-SubAdviser has reviewed the registration requirements of the CEA and the National Futures Association (“NFA”) relating to commodity trading advisors and is either appropriately registered with the CFTC and a member of the NFA or exempt or excluded from CFTC registration requirements and has provided the SubAdviser and the Fund with a copy of any document evidencing its application for or receipt of such exemption or exclusion, and any amendments thereto; (e) To the extent that the CEA and the CFTC regulations require (A) registration by such party as a CPO or CTA and/or membership with NFA with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, the Sub-SubAdviser shall promptly and fully comply, or take reasonable steps to cause the Fund to comply, with all such requirements; (f) The Sub-SubAdviser has adopted and implemented the Code of Ethics complying with the requirements of Rule 17j-1 under the 1940 Act and has provided Adviser, SubAdviser and the Fund with a copy of such Code of Ethics and any amendments thereto; (g) The Sub-SubAdviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-SubAdviser, its employees, officers and agents (“Compliance Procedures”) and has provided the Adviser, the SubAdviser and the Fund with a copy of such Compliance Procedures and any amendments thereto; (h) The Sub-SubAdviser has policies and procedures reasonably designed to ensure compliance in all material respects with all applicable laws, rules and regulations, including without limitation, economic sanctions programs, such as those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the European Union and the United Nations Security Council; (i) The Form ADV of the Sub-SubAdviser previously provided to the SubAdviser is and all amendments and annual updates to the Sub-SubAdviser’s 's Form ADV to be provided to SubAdviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (j) The Sub-SubAdviser agrees that it will maintain at all times during the course of this Agreement and for the period thereafter in which indemnification obligations thereto could be triggered a commercially reasonable level of errors and omissions and/or professional liability insurance coverage, taking into account the aggregate amount that it could potentially be required to pay based on actual or potential liabilities in connection with its obligations under this Agreement. The Sub-SubAdviser shall, upon request, provide to the Adviser and SubAdviser certifications, or any other information that may reasonably be required, concerning the amount of or scope of such insurance coverage; (k) The Sub-SubAdviser has in place, and shall have in place during the entire term of this Agreement, a business continuity plan, which may be updated from time to time, that governs the Sub-SubAdviser’s treatment of (i) material data processed by the Sub-SubAdviser’s computer system in the performance of its duties hereunder and the retrieval of any such material data from the Sub-SubAdviser’s back-up facilities and (ii) the performance of its duties under this Agreement relating to contingency planning, disaster recovery, back-up processing, recovery time objective, resumption operating capacities, escalation, activation and crisis management procedures; (l) The Sub-SubAdviser has in place, and shall have in place during the entire term of this Agreement, a cybersecurity program, which may be updated from time to time, and which is reasonably designed to monitor for and protect against cybersecurity-related breaches or incidents, and it conducts regular testing of such cybersecurity program; and (m) This Agreement is enforceable against the Sub-SubAdviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Representations and Warranties of Sub-SubAdviser. The Sub-SubAdviser represents and warrants to the Adviser, SubAdviser and the Fund as follows: (a) The Sub-SubAdviser is a series of Macquarie Investment Management Business Trust (“MIMBT”) and MIMBT is registered under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities pursuant to this Agreement require it to be so registered or licensed and will continue to be so registered for so long as this Agreement remains in effect. In addition, MIMBT’s investment adviser registration records that Delaware Investments Fund Advisers Act(“DIFA”) is an “Other Business Name” through which it conducts investment advisory activities and thereby DIFA acts as an investment adviser registered for purposes of the Investment Advisers Act of 1940;; (b) The Sub-SubAdviser is a limited liability company series of a statutory trust duly organized and properly registered and operating under the laws of the State of Delaware with and the Sub-Subadviser has the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted;; (c) The execution, delivery and performance by the Sub-SubAdviser of this Agreement are within the Sub-SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-SubAdviser for the execution, delivery and performance by the Sub-SubAdviser of this Agreement, and the execution, delivery and performance by the Sub-SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-SubAdviser; and; (d) The Sub-SubAdviser has reviewed the registration requirements of the CEA and the National Futures Association (“NFA”) relating to commodity trading advisors and is either appropriately registered with the CFTC and a member of the NFA or exempt or excluded from CFTC registration requirements and has provided the SubAdviser and the Fund with a copy of any document evidencing its application for or receipt of such exemption or exclusion, and any amendments thereto; (e) To the extent that the CEA and the CFTC regulations require (A) registration by such party as a CPO or CTA and/or membership with NFA with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, the Sub-SubAdviser shall promptly and fully comply, or take reasonable steps to cause the Fund to comply, with all such requirements; (f) The Sub-SubAdviser has adopted and implemented the Code of Ethics complying with the requirements of Rule 17j-1 under the 1940 Act and has provided Adviser, SubAdviser and the Fund with a copy of such Code of Ethics and any amendments thereto; (g) The Sub-SubAdviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-SubAdviser, its employees, officers and agents (“Compliance Procedures”) and has provided the Adviser, the SubAdviser and the Fund with a copy of such Compliance Procedures and any amendments thereto; (h) The Sub-SubAdviser has policies and procedures reasonably designed to ensure compliance in all material respects with all applicable laws, rules and regulations, including without limitation, economic sanctions programs, such as those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the European Union and the United Nations Security Council; (i) The Form ADV of the Sub-SubAdviser previously provided to the SubAdviser is and all amendments and annual updates to the Sub-SubAdviser’s 's Form ADV to be provided to SubAdviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (j) The Sub-SubAdviser agrees that it will maintain at all times during the course of this Agreement and for the period thereafter in which indemnification obligations thereto could be triggered a commercially reasonable level of errors and omissions and/or professional liability insurance coverage, taking into account the aggregate amount that it could potentially be required to pay based on actual or potential liabilities in connection with its obligations under this Agreement. The Sub-SubAdviser shall, upon request, provide to the Adviser and SubAdviser certifications, or any other information that may reasonably be required, concerning the amount of or scope of such insurance coverage; (k) The Sub-SubAdviser has in place, and shall have in place during the entire term of this Agreement, a business continuity plan, which may be updated from time to time, that governs the Sub-SubAdviser’s treatment of (i) material data processed by the Sub-SubAdviser’s computer system in the performance of its duties hereunder and the retrieval of any such material data from the Sub-SubAdviser’s back-up facilities and (ii) the performance of its duties under this Agreement relating to contingency planning, disaster recovery, back-up processing, recovery time objective, resumption operating capacities, escalation, activation and crisis management procedures; (l) The Sub-SubAdviser has in place, and shall have in place during the entire term of this Agreement, a cybersecurity program, which may be updated from time to time, and which is reasonably designed to monitor for and protect against cybersecurity-related breaches or incidents, and it conducts regular testing of such cybersecurity program; and (m) This Agreement is enforceable against the Sub-SubAdviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Representations and Warranties of Sub-SubAdviser. The Sub-SubAdviser represents and warrants to the Adviser, SubAdviser and the Fund as follows: (a) The Sub-SubAdviser is registered as an investment adviser under the Advisers ActAct and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed and will continue to be so registered for so long as this Agreement remains in effect; (b) The Sub-SubAdviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware Switzerland with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (c) The execution, delivery and performance by the Sub-SubAdviser of this Agreement are within the Sub-SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-SubAdviser for the execution, delivery and performance by the Sub-SubAdviser of this Agreement, and the execution, delivery and performance by the Sub-SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-SubAdviser; and (d) The Sub-SubAdviser has reviewed the registration requirements of the CEA and the National Futures Association (“NFA”) relating to commodity trading advisors and is either appropriately registered with the CFTC and a member of the NFA or exempt or excluded from CFTC registration requirements and has provided the SubAdviser and the Fund with a copy of any document evidencing its application for or receipt of such exemption or exclusion, and any amendments thereto; (e) To the extent that the CEA and the CFTC regulations require (A) registration by such party as a CPO or CTA and/or membership with NFA with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, it shall promptly and fully comply, or take reasonable steps to cause the Fund to comply, with all such requirements; (f) The Sub-SubAdviser has adopted and implemented the Code of Ethics complying with the requirements of Rule 17j-1 under the 1940 Act and has provided Adviser, SubAdviser and the Fund with a copy of such Code of Ethics and any amendments thereto; (g) The Sub-SubAdviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-SubAdviser and its supervised persons (as defined under the Advisers Act) (“Compliance Procedures”) and has provided the Adviser, the SubAdviser and the Fund with a copy of such Compliance Procedures and any amendments thereto; (h) The Sub-SubAdviser has policies and procedures to ensure its material compliance with all applicable laws, rules and regulations that have a material impact on its activities under this Agreement, including without limitation, economic sanctions programs, such as those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the European Union and the United Nations Security Council; (i) The Form ADV of the Sub-SubAdviser previously provided to the SubAdviser is and all amendments and annual updates to the Sub-SubAdviser’s 's Form ADV to be provided to SubAdviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (j) The Sub-SubAdviser agrees that it will maintain at all times during the course of this Agreement and for the period thereafter in which indemnification obligations thereto could be triggered, an insurance policy, including errors and omissions insurance coverage and commercial general liability insurance coverage, each in a commercially reasonable amount based upon the amount of assets managed by the Sub-SubAdviser, and from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. The Sub-SubAdviser has provided the SubAdviser with a summary of its insurance coverage and will promptly provide the SubAdviser any material adverse amendments thereto. The Sub-SubAdviser shall provide prior written notice to the Adviser and the SubAdviser (i) of any material adverse changes in its insurance policies or insurance coverage, or (ii) of any material claims made on its insurance policies that have a material adverse effect on the coverage of the Allocated Assets. Furthermore, it shall upon request provide to the Adviser and SubAdviser certification, or any other information it may reasonably require concerning the amount of or scope of such insurance. (k) The Sub-SubAdviser has in place, and shall have in place during the entire term of this Agreement, a business continuity plan, which may be updated from time to time, that governs the Sub-SubAdviser’s treatment of (i) material data processed by the Sub-SubAdviser’s computer system in the performance of its duties hereunder and the retrieval of any such material data from the Sub-SubAdviser’s back-up facilities and (ii) the performance of its duties under this Agreement relating to contingency planning, disaster recovery, back-up processing, recovery time objective, resumption operating capacities, escalation, activation and crisis management procedures; (l) The Sub-SubAdviser has in place, and shall have in place during the entire term of this Agreement, a cybersecurity program, which may be updated from time to time, and which is designed to monitor for and protect against cybersecurity-related breaches or incidents, and it conducts regular testing of such cybersecurity program; (m) This Agreement is enforceable against the Sub-SubAdviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Representations and Warranties of Sub-SubAdviser. The Sub-SubAdviser represents and warrants to the Adviser, SubAdviser and the Fund as follows: (a) The Sub-SubAdviser is registered as an investment adviser under the Advisers ActAct and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed and will continue to be so registered for so long as this Agreement remains in effect; (b) The Sub-SubAdviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware Switzerland with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (c) The execution, delivery and performance by the Sub-SubAdviser of this Agreement are within the Sub-SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-SubAdviser for the execution, delivery and performance by the Sub-SubAdviser of this Agreement, and the execution, delivery and performance by the Sub-SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-SubAdviser; and (d) The Sub-SubAdviser has reviewed the registration requirements of the CEA and the National Futures Association ("NFA") relating to commodity trading advisors and is either appropriately registered with the CFTC and a member of the NFA or exempt or excluded from CFTC registration requirements and has provided the SubAdviser and the Fund with a copy of any document evidencing its application for or receipt of such exemption or exclusion, and any amendments thereto; (e) To the extent that the CEA and the CFTC regulations require (A) registration by such party as a CPO or CTA and/or membership with NFA with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, it shall promptly and fully comply, or take reasonable steps to cause the Fund to comply, with all such requirements; (f) The Sub-SubAdviser has adopted and implemented the Code of Ethics complying with the requirements of Rule 17j-1 under the 1940 Act and has provided Adviser, SubAdviser and the Fund with a copy of such Code of Ethics and any amendments thereto; (g) The Sub-SubAdviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-SubAdviser and its supervised persons (as defined under the Advisers Act) (" Compliance Procedures") and has provided the Adviser, the SubAdviser and the Fund with a copy of such Compliance Procedures and any amendments thereto; (h) The Sub-SubAdviser has policies and procedures to ensure its material compliance with all applicable laws, rules and regulations that have a material impact on its activities under this Agreement, including without limitation, economic sanctions programs, such as those administered by the U.S. Department of the Treasury' s Office of Foreign Assets Control, the European Union and the United Nations Security Council; (i) The Form ADV of the Sub-SubAdviser previously provided to the SubAdviser is and all amendments and annual updates to the Sub-SubAdviser’s 's Form ADV to be provided to SubAdviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (j) The Sub-SubAdviser agrees that it will maintain at all times during the course of this Agreement and for the period thereafter in which indemnification obligations thereto could be triggered, an insurance policy, including errors and omissions insurance coverage and commercial general liability insurance coverage, each in a commercially reasonable amount based upon the amount of assets managed by the Sub-SubAdviser, and from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. The Sub-SubAdviser has provided the SubAdviser with a summary of its insurance coverage and will promptly provide the SubAdviser any material adverse amendments thereto. The Sub- SubAdviser shall provide prior written notice to the Adviser and the SubAdviser (i) of any material adverse changes in its insurance policies or insurance coverage, or (ii) of any material claims made on its insurance policies that have a material adverse effect on the coverage of the Allocated Assets. Furthermore, it shall upon request provide to the Adviser and SubAdviser certification, or any other information it may reasonably require concerning the amount of or scope of such insurance. (k) The Sub-SubAdviser has in place, and shall have in place during the entire term of this Agreement, a business continuity plan, which may be updated from time to time, that governs the Sub-SubAdviser' s treatment of (i) material data processed by the Sub-SubAdviser' s computer system in the performance of its duties hereunder and the retrieval of any such material data from the Sub-SubAdviser' s back-up facilities and (ii) the performance of its duties under this Agreement relating to contingency planning, disaster recovery, back-up processing, recovery time objective, resumption operating capacities, escalation, activation and crisis management procedures; (1) The Sub-SubAdviser has in place, and shall have in place during the entire term of this Agreement, a cybersecurity program, which may be updated from time to time, and which is designed to monitor for and protect against cybersecurity-related breaches or incidents, and it conducts regular testing of such cybersecurity program; (m) This Agreement is enforceable against the Sub-SubAdviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.