Portfolio Assets means the portion of the net assets of the Fund managed by the Sub-Adviser pursuant to the following investment strategy as agreed to by the Adviser and the Sub-Adviser in a separately negotiated investment mandate: Emerging Markets (each a "Strategy").
In rendering the foregoing opinion we have not considered, among other things, the merchantability of the Portfolio Assets, whether the Portfolio Assets have been duly authorized and delivered or the tax status of the Portfolio Assets under any federal, state or local laws.
We have also assumed, based on representations made by BNYM, that any Portfolio Assets held outside the United States of America (the "U.S.") will be held in foreign branches of BNYM or in foreign branches of other U.S. banks (collectively, "Foreign Branches").
Section 5.13 Maintenance and Operation of Portfolio Assets; Repair and Replacement of Portfolio Assets.
Any of the Portfolio Assets (other than Phillips to the extent not put into service by the Borrower) shall suffer a substantial casualty, or be destroyed, abandoned, irreparably damaged, or requisitioned or taken by condemnation; Section 7.12 ERISA.
The Borrower or any operator of the Portfolio Assets shall fail at any time to be an "exempt wholesale generator" under Section 32 of PUHCA; Section 7.14 Negative Pledge.