REQUIRES COMPLIANCE WITH ANY
BULK SALES ACT OR SIMILAR LAW.
(O)
GOVERNMENT REGULATION.
THE BORROWER IS NOT AN "INVESTMENT
COMPANY" OR AN "AFFILIATED PERSON" OF, OR "PROMOTER" OR "PRINCIPAL UNDERWRITER"
FOR, AN "INVESTMENT COMPANY," AS SUCH TERMS ARE DEFINED IN THE INVESTMENT
COMPANY ACT.
THE MAKING OF ADVANCES BY THE LENDERS HEREUNDER, THE APPLICATION
OF THE PROCEEDS THEREOF AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS WILL NOT VIOLATE ANY PROVISION OF
ANY SUCH STATUTE OR ANY RULE, REGULATION OR ORDER ISSUED BY THE SECURITIES AND
EXCHANGE COMMISSION.
(P)
NONCONSOLIDATION.
THE BORROWER IS OPERATED IN SUCH A MANNER THAT
THE SEPARATE CORPORATE EXISTENCE OF THE BORROWER, ON THE ONE HAND, AND ANY
MEMBER OF THE PARENT GROUP, ON THE OTHER HAND, WOULD NOT BE DISREGARDED IN THE
EVENT OF THE BANKRUPTCY OR INSOLVENCY OF ANY MEMBER OF THE PARENT GROUP AND,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
(I)
THE BORROWER IS A LIMITED PURPOSE LIMITED LIABILITY COMPANY WHOSE
ACTIVITIES ARE RESTRICTED IN ITS LIMITED LIABILITY COMPANY AGREEMENT TO THOSE
ACTIVITIES EXPRESSLY PERMITTED HEREUNDER AND UNDER THE OTHER RELATED DOCUMENTS
AND THE BORROWER HAS NOT ENGAGED, AND DOES NOT PRESENTLY ENGAGE, IN ANY BUSINESS
OR OTHER ACTIVITY OTHER THAN THOSE ACTIVITIES EXPRESSLY PERMITTED HEREUNDER AND
UNDER THE OTHER RELATED DOCUMENTS, NOR HAS THE BORROWER ENTERED INTO ANY
AGREEMENT OTHER THAN THIS AGREEMENT, THE OTHER RELATED DOCUMENTS TO WHICH IT IS
A PARTY AND, WITH THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, ANY
OTHER AGREEMENT NECESSARY TO CARRY OUT MORE EFFECTIVELY THE PROVISIONS AND
PURPOSES HEREOF OR THEREOF;
(II)
THE BORROWER HAS DULY APPOINTED A BOARD OF MANAGERS AND ITS
BUSINESS IS MANAGED SOLELY BY ITS OWN OFFICERS AND MANAGERS, EACH OF WHOM WHEN
ACTING FOR THE BORROWER SHALL BE ACTING SOLELY IN HIS OR HER CAPACITY AS AN
OFFICER OR MANAGER AND NOT AS AN OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY
MEMBER OF THE PARENT GROUP;
(III)
BORROWER SHALL COMPENSATE ALL EMPLOYEES, CONSULTANTS AND AGENTS
DIRECTLY OR INDIRECTLY THROUGH REIMBURSEMENT OF THE PARENT, FROM ITS OWN FUNDS,
FOR SERVICES PROVIDED TO THE BORROWER BY SUCH EMPLOYEES, CONSULTANTS AND AGENTS
AND, TO THE
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extent any employee, consultant or agent of the Borrower is also an employee,
consultant or agent of such member of the Parent Group on a basis which reflects
the respective services rendered to the Borrower and such member of the Parent
Group and in accordance with the terms of the Administrative Services Agreement;
(IV)
BORROWER SHALL PAY ITS OWN INCIDENTAL ADMINISTRATIVE COSTS AND
EXPENSES NOT COVERED UNDER THE TERMS OF THE ADMINISTRATIVE SERVICES AGREEMENT
FROM ITS OWN FUNDS, AND SHALL ALLOCATE ALL OTHER SHARED OVERHEAD EXPENSES
(INCLUDING, WITHOUT LIMITATION, TELEPHONE AND OTHER UTILITY CHARGES, THE
SERVICES OF SHARED EMPLOYEES, CONSULTANTS AND AGENTS, AND REASONABLE LEGAL AND
AUDITING EXPENSES) WHICH ARE NOT REFLECTED IN THE SERVICING FEE, AND OTHER ITEMS
OF COST AND EXPENSE SHARED BETWEEN THE BORROWER AND THE PARENT, PURSUANT TO THE
TERMS OF THE ADMINISTRATIVE