Common use of Placement Agent Services Clause in Contracts

Placement Agent Services. In their capacity as Placement Agents, Cowen and ▇▇▇▇▇▇▇ will perform the following financial advisory and investment banking services as the Company may reasonably request. a. review the business and operations of the Company and its historical and projected financial condition; b. assist the Company in the drafting, preparation and distribution of presentation materials (the "Offering Materials") describing the Company, the Securities and the terms of the Placement; c. identify and contact prospective purchasers of the Securities with the consent of the Company; d. advise the Company as to the strategy and tactics of negotiations with prospective purchasers of the Securities and, if requested by the Company, participate in such negotiations; [▇▇ ▇▇▇▇▇ & Co. LOGO] [▇▇▇▇▇▇▇ LOGO] e. advise the Company as to the timing and structure of the Placement; and f. render such other financial advisory and investment banking services as are customary for this type of engagement and may from time to time be agreed upon by the Placement Agents and the Company. It is expressly understood and acknowledged that the Placement Agents' engagement does not constitute any commitment, express or implied, on the part of the Placement Agents or of any of their affiliates to purchase or place the Securities or to provide any type of financing and that the Placement will be a "best-efforts" Placement made by the Placement Agents on a reasonable best efforts basis. It is further understood that the Placement Agents' services hereunder shall be subject to, among other things, satisfactory completion of due diligence by the Placement Agents, market conditions, the absence of adverse changes to the Company's business or financial condition, approval of the Placement Agents' internal committees and any other conditions that the Placement Agents may deem appropriate for placements of such nature. It is expressly understood and agreed that the Placement Agents are not undertaking to provide any advice relating to legal, regulatory, accounting or tax matters. In furtherance thereof, the Company acknowledges and agrees that (a) it and its affiliates have relied and will continue to rely on the advice of its own legal, tax and accounting advisors for all matters relating to the Placement, and all other matters and (b) neither it, nor any of its affiliates, has received, or has relied upon, the advice of the Placement Agents or any of their affiliates regarding matters of law, taxation or accounting.

Placement Agent Services. In their capacity 1. The Company hereby appoints the Agent as Placement Agents, Cowen and ▇▇▇▇▇▇▇ will perform a non-exclusive placement agent in connection with the following financial advisory and investment banking services placement of the interests in the Company (“Interests”). The Agent agrees to serve as the Company may reasonably request. a. review Company’s agent and that Interests shall be offered and sold only in accordance with the business terms and operations of conditions set forth in this Agreement and the Company and its historical and projected financial condition; b. assist Documents (as defined in paragraph A.5., below). The Agent shall not have any liability to the Company in the draftingevent that any subscriber fails to consummate the purchase of Interests for any reason other than the Agent’s willful misfeasance, preparation bad faith, gross negligence or reckless disregard or its duties hereunder. 2. The Agent shall have the right to solicit prospective investors for the purchase of Interests for the duration of this Agreement beginning as of October 29, 2007. From time to time the Agent will, as agent of and distribution on behalf of presentation materials (the "Offering Materials") describing the Company, solicit offers to purchase Interests. In performing its duties: (a) the Securities and Agent will solicit offers to purchase Interests only from prospective Investors who are “U.S. persons” within the terms meaning of the PlacementU.S. Internal Revenue Code of 1986, as amended (the “Code”), and who meet the other suitability requirements, if any, established by the Company and communicated to the Agent in writing (“Permitted U.S. Person”); c. identify (b) the offers and contact prospective purchasers sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof, and Regulation D under the Securities Act. Both the Agent and the Company have established the following procedures in connection with the consent offer and sale of Interests and agree that Agent will make offers or sales of any Interests in compliance with such procedures: (i) offers and sales of Interests will be made only in compliance with Regulation D under the Securities Act, the Financial Institutions Regulatory Authority (the “FINRA”) rules, if applicable, and any applicable state securities laws and only to investors with whom the Agent has a substantive and pre-existing relationship and that qualify as (x) “accredited investors,” as defined in Rule 501(a) under the Securities Act and (y) “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended; (ii) no sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Memorandum (as defined in paragraph A.5., below) or as otherwise approved by the Board of Managers of the CompanyCompany (the “Board”); d. advise (iii) no offer or sale of any Interests shall be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where such Interests have not been registered or qualified for offer and sale under applicable state securities laws unless such Interests are exempt from the registration or qualification requirements of such laws. (c) for purposes of the offering of Interests, the Company has furnished to the Agent copies of the Company Documents (as defined in paragraph A.5., below), which Company Documents the Agent shall furnish to prospective investors. Additional copies of the Company Documents will be furnished to Agent by the Company in such numbers as the Agent may reasonably request for purposes of the offering. In performing its services under this Agreement, the Agent may, subject to any limitations in this Agreement, rely on the Company Documents and Other Information (as defined in paragraph A.5., below). The Agent is authorized to furnish to prospective purchasers only such information concerning the Company and the offering as may be contained in the Company Documents or any written supplements thereto, and such other materials as the Agent has prepared and which comply with applicable laws and regulations, including the rules of the FINRA; (d) the Agent need not make an appraisal of any of the assets owned by the Company; and (e) the Agent will require that each of its employees soliciting offers to purchase Interests disclose to each solicitee that the Agent and Bank of America Capital Advisors LLC (the “Investment Adviser”) are under common control. 3. The Agent acknowledges that it is a financial institution subject to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the “AML Laws”), which require, among other things, that financial institutions adopt compliance programs to guard against money laundering. The Agent represents and warrants to the Company that it is in compliance with and will continue to comply with the AML Laws and applicable regulations in all relevant respects. The Agent agrees that it will take such further steps, and cooperate with the Company as may be reasonably necessary, to facilitate compliance with the AML Laws, including but not limited to the strategy and tactics provision of negotiations with prospective purchasers copies of the Securities andAgent’s written procedures, if requested by policies and controls related thereto (“AML Operations”). The Agent undertakes that it will grant to the Company and regulatory agencies, reasonable access to copies of its AML Operations, books and records pertaining to the Interests only. The Agent will supply the Company, participate in upon request, with evidence of the due diligence work that it has carried out for particular customers and such negotiations; [▇▇ ▇▇▇▇▇ & Co. LOGO] [▇▇▇▇▇▇▇ LOGO] e. advise other information and reports as the Company as to the timing and structure of the Placement; and f. render such other financial advisory and investment banking services as are customary for this type of engagement and or its agents may from time to time be agreed upon by reasonably request. With respect to Interests held in the Placement Agents and name of the Company. It is expressly understood and acknowledged Agent’s introduced investors, the Agent will promptly inform the Company if the Agent cannot form a reasonable belief that the Placement Agents' engagement does not constitute any commitment, express or implied, on Agent knows the part true identity of the Placement Agents or of any of their affiliates to purchase or place the Securities or to provide any type of financing and that the Placement will be a "best-efforts" Placement made by the Placement Agents on customer within a reasonable best efforts basistime after the account has been opened for such customer. It is further understood that the Placement Agents' services hereunder shall be subject to, among other things, satisfactory completion of due diligence The Agent will permit inspection by the Placement Agents, market conditions, the absence of adverse changes U.S. federal departments or regulatory agencies with appropriate jurisdiction and to the Company's business make available to examiners from such departments or financial condition, approval of the Placement Agents' internal committees regulatory agencies such information and any other conditions that the Placement Agents may deem appropriate for placements of such nature. It is expressly understood and agreed that the Placement Agents are not undertaking to provide any advice records relating to legal, regulatory, accounting or tax matters. In furtherance thereof, the Company acknowledges and agrees that (a) it and its affiliates have relied and will continue to rely on the advice of its own legal, tax and accounting advisors for all matters relating to the Placement, and all other matters and (b) neither it, nor any of its affiliates, has received, or has relied upon, the advice of the Placement Agents or any of their affiliates regarding matters of law, taxation or accountingAML program as they may reasonably request.