Common use of Private Placement Memorandum Clause in Contracts

Private Placement Memorandum. All transactions contemplated by this Agreement are consistent in all material respects with the descriptions thereof, if any, contained in the Private Placement Memorandum and neither of the Borrower and BRC has entered into any agreements which would otherwise prohibit, restrict or limit the transactions contemplated by this Agreement or the Private Placement Memorandum other than agreements as a holder of interests of Belvedere Capital to be bound by the operating agreement of Belvedere Capital, agreements as a holder of shares of common stock of BRC to be bound by the Certificates of Incorporation of BRC, and agreements entered into or made in connection with the acquisition of Qualifying Assets which restrict the transfer of such Qualifying Assets.

Private Placement Memorandum. All transactions contemplated by this Agreement are consistent in all material respects with the descriptions thereof, if any, contained in the Private Placement Memorandum and neither of the Borrower and or BRC has entered into any agreements which would otherwise prohibit, restrict or limit the transactions contemplated by this Agreement or the Private Placement Memorandum other than agreements as a holder of interests of Belvedere Capital to be bound by the operating agreement of Belvedere Capital, agreements as a holder of shares of common stock of BRC to be bound by the Certificates of Incorporation of BRC, BRC and agreements entered into or made in connection with the acquisition of Qualifying Assets which restrict the transfer of such Qualifying Assets.