HOLDERS OF INVESTOR MEMBER INTERESTS. The Managing Member acknowledges that indirect ownership interests in the Investor Member will be syndicated to various offshore parties pursuant to a private placement memorandum to be prepared by representatives of the Investor Member. Such parties may trade their indirect ownership interests. Personnel who have been identified to the Managing Member ("IDENTIFIED PERSONNEL") will initially control and manage the Investor Member and the offshore parties which hold shares in the Investor Member. The Managing Member will have the right to receive a copy of the foregoing private placement memorandum. The trading of the indirect ownership interests in the Investor Member shall not impact the operations of the Company or the relationship between the Members under this Agreement. The Investor Member hereby confirms to the Managing Member that none of the indirect ownership interests in the Investor Member will be syndicated to any Entity, or subsequently transferred to any Entity, who, at the time of such syndication or transfer is on the United States Treasury Department's Office of Foreign Asset Control Restricted List, or subject to economic sanctions imposed by acts, laws or regulations and/or executive orders issued thereunder (collectively, the "OFAC REGULATIONS"). Should any Entity holding an indirect ownership interest become subject to the OFAC 57 Regulations, the Investor Member agrees to take such actions as may be legally required in such circumstances. The Investor Member agrees to confirm from time to time, upon the request of the Managing Member, that none of the Entities holding indirect ownership interests in the Investor Member are Entities subject to the OFAC Regulations. The Investor Member shall adhere to the anti-money laundering policy attached hereto as Schedule 10. The Investor Member agrees to provide such certifications relating to the holders of indirect ownership interests in the Investor Member as shall be sufficient to enable the Company (and its Members, to the extent required) to execute any certifications or to provide any information relating to the OFAC Regulations as may be required to be submitted by the Company or the Members to any Facility Owner, or by any Facility Owner or the Members to any provider of Senior Financing. The Investor Member does hereby agree to indemnify and to hold harmless the Managing Member and its Affiliates and the directors, trustees, offices, employees, members and owners of each of them from an...
HOLDERS OF INVESTOR MEMBER INTERESTS. The Managing Member acknowledges that indirect ownership interests in the Investor Member will be syndicated to various offshore parties pursuant to a private placement memorandum to be prepared by representatives of the Investor Member. Such parties may trade their indirect ownership interests. Personnel who have been identified to the Managing Member ("IDENTIFIED PERSONNEL") will initially control and manage the Investor Member and the offshore parties which hold shares in the Investor Member. The Managing Member will have the right to receive a copy of the foregoing private placement memorandum. The trading of the indirect ownership interests in the Investor Member shall not impact the operations of the Company or the relationship between the Members under this Agreement. Identified Personnel and the Investor Member will provide sufficient information to enable the Managing Member and the Facility Owners to confirm that none of the parties owning indirect ownership interests in the Investor Member are on the United States Treasury Department's Office of Foreign Asset Control Restricted List, or subject to economic sanctions imposed by acts, laws or regulations and/or executive orders issued thereunder. The Investor Member shall adhere to the anti-money laundering policy attached hereto as Schedule 10. The Investor Member shall be responsible for obtaining and providing to the Managing Member from time to time reasonably sufficient information to enable the Managing Member to satisfy itself as to the identity of the beneficial owners of the Investor Member, and to enable the Members to execute any certifications required to be submitted by any Facility Owner to the provider of the Senior Financing applicable to its Facility.
