Common use of Xxxxxxx Compliance Clause in Contracts

Xxxxxxx Compliance. (a) None of the Debtors nor their respective “Affiliates” (as defined in Section 2(k) of the BHC Act) have: (i) taken any action to acquire or retain an ownership interest in or to sponsor, or omitted to take any action necessary to prevent themselves from acquiring or retaining an ownership interest in or sponsoring, a Covered Fund for purposes the Xxxxxxx Rule (the terms “sponsor” and “covered fund” having the meanings set forth in Section 13 of the BHC Act and the rules and regulations adopted thereunder (collectively, the “Xxxxxxx Rule”)), (ii) engaged in proprietary trading as defined in the Xxxxxxx Rule, (iii) provided a line of credit, guarantee or other form of credit support or backstop in favor of a Covered Fund, or (iv) provided services in favor of a Covered Fund, except, in each case, as otherwise permitted under an exemption or exclusion from the Xxxxxxx Rule and disclosed to the Commitment Parties in Section 4.32 of the Company Disclosure Schedules (which disclosure shall list each such activity and describe the exemption or exclusion applicable thereto). (b) The Company is not, and after giving effect to the Transactions, the sale of the Units thereunder and the application of the proceeds thereof, the Company will not be, a Covered Fund.