Common use of AFFIRMATIVE COVENANTS OF THE BORROWERS Clause in Contracts

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal and interest due to the Bank by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such Borrower, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) To deliver to the Bank as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the Bank, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal principal, interest and interest other sums due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank CAPCO is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund(s), such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) To deliver to the Bank CAPCO as soon as possible and in any event within ninety seventy-five (9075) days after the end of each fiscal year of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with TOGETHER WITH a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank CAPCO as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements Statement of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with TOGETHER WITH a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank CAPCO prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower or the applicable Fund(s) to perform its their respective obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank CAPCO of any litigation, threatened legal proceeding or investigation by a governmental authority which could reasonably be expected to materially affect the ability of any applicable Fund to promptly repay the outstanding Loans made for its benefit hereunder or the ability of such Borrower or the applicable Funds Fund(s) to promptly repay the outstanding Loans or otherwise perform their respective obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the BankCAPCO, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the BankCAPCO, which may be made by the Bank CAPCO from time to time in the event the Bank CAPCO in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the BankCAPCO, within two business days after any such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal principal, interest and interest other sums due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank CAPCO is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund(s), such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) To deliver to the Bank CAPCO as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with TOGETHER WITH a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank CAPCO as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements Statement of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with TOGETHER WITH a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank CAPCO prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower or the applicable Fund(s) to perform its their respective obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank CAPCO of any litigation, threatened legal proceeding or investigation by a governmental authority which could reasonably be expected to materially affect the ability of any applicable Fund to promptly repay the outstanding Loans made for its benefit hereunder or the ability of such Borrower or the applicable Funds Fund(s) to promptly repay the outstanding Loans or otherwise perform their respective obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the BankCAPCO, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the BankCAPCO, which may be made by the Bank CAPCO from time to time in the event the Bank CAPCO in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the BankCAPCO, within two business days after any such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal interest and interest other sums due to the Bank by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund(s), such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) To deliver to the Bank as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable FundsFund(s), USAA Mutual Fund, Inc., et al January 10, 2002 Page 7 Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower or the applicable Fund(s) to perform its their respective obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank of any litigation, threatened legal proceeding or investigation by a governmental authority which could reasonably be expected to materially affect the ability of any applicable Fund to promptly repay the outstanding Loans made for its benefit hereunder or the ability of such Borrower or the applicable Funds Fund(s) to promptly repay the outstanding Loans or otherwise perform their respective obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the Bank, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after any such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal and interest due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank Facility is no longer obligated to make Loans to such Borrowerterminated, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) To deliver to the Bank CAPCO as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank CAPCO as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements Statement of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank CAPCO prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank CAPCO of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder;; and (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowedborrowed , and until such Loan is repaid in full, to deliver to the BankCAPCO, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal and interest due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank Facility is no longer obligated to make Loans to such Borrowerterminated, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) To deliver to the Bank CAPCO as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank CAPCO as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements Statement of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Funds Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank CAPCO prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the Bank, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal and interest due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank Facility is no longer obligated to make Loans to such Borrowerterminated, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) To deliver to the Bank CAPCO as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank CAPCO as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements Statement of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Funds Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank CAPCO prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank CAPCO of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder;; and (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the BankCAPCO, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal and interest due to the Bank by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such Borrower, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) To deliver to the Bank as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder;; and (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the Bank, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal principal, interest and interest other sums due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank CAPCO is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund(s), such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) To deliver to the Bank CAPCO as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank CAPCO as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements Statement of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank CAPCO prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower or the applicable Fund(s) to perform its their respective obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank CAPCO of any litigation, threatened legal proceeding or investigation by a governmental authority which could reasonably be expected to materially affect the ability of any applicable Fund to promptly repay the outstanding Loans made for its benefit hereunder or the ability of such Borrower or the applicable Funds Fund(s) to promptly repay the outstanding Loans or otherwise perform their respective obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the BankCAPCO, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, CAPCO which may be made by the Bank CAPCO from time to time in the event the Bank CAPCO in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the BankCAPCO, within two business days after any such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal interest and interest other sums due to the Bank by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund(s), such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) To deliver to the Bank as soon as possible and in any event within ninety (90) 90 days after the end of each fiscal year of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements of Operations Operations, and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with TOGETHER WITH a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank as soon as available and in any event within seventy-five (75) 75 days after the end of each semiannual period of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements of Operations Operations, and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with TOGETHER WITH a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower or the applicable Fund(s) to perform its their respective obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights rights, and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations regulations, and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank of any litigation, threatened legal proceeding proceeding, or investigation by a governmental authority which could reasonably be expected to materially affect the ability of any applicable Fund to promptly repay the outstanding Loans made for its benefit hereunder or the ability of such Borrower or the applicable Funds Fund(s) to promptly repay the outstanding Loans or otherwise perform their respective obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the Bank, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after any such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal interest and interest other sums due to the Bank by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund(s), such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) To deliver to the Bank as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower or the applicable Fund(s) to perform its their respective obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank of any litigation, threatened legal proceeding or investigation by a governmental authority which could reasonably be expected to materially affect the ability of any applicable Fund to promptly repay the outstanding Loans made for its benefit hereunder or the ability of such Borrower or the applicable Funds Fund(s) to promptly repay the outstanding Loans or otherwise perform their respective obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the Bank, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after any such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal principal, interest and interest other sums due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank CAPCO is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund(s), such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) To deliver to the Bank CAPCO as soon as possible and in any event within ninety seventy-five (9075) days after the end of each fiscal year of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with TOGETHER WITH a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank CAPCO as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements Statement of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with TOGETHER WITH a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank CAPCO prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower or the applicable Fund(s) to perform its their respective obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank CAPCO of any litigation, threatened legal proceeding or investigation by a governmental authority which could reasonably be expected to materially affect the ability of any applicable Fund to promptly repay the outstanding Loans made for its benefit hereunder or the ability of such Borrower or the applicable Funds Fund(s) to promptly repay the outstanding Loans or otherwise perform their respective obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the BankCAPCO, within 1505406v1 two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the BankCAPCO, which may be made by the Bank CAPCO from time to time in the event the Bank CAPCO in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the BankCAPCO, within two business days after any such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal principal, interest and interest other sums due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank CAPCO is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund(s), such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) To deliver to the Bank CAPCO as soon as possible and in any event within ninety seventy-five (9075) days after the end of each fiscal year of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with TOGETHER WITH a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank CAPCO as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable FundsFund(s), Statements of Assets and Liabilities, Statements Statement of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with TOGETHER WITH a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank CAPCO prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower or the applicable Fund(s) to perform its their respective obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank CAPCO of any litigation, threatened legal proceeding or investigation by a governmental authority which could reasonably be expected to materially affect the ability of any applicable Fund to promptly repay the outstanding Loans made for its benefit hereunder or the ability of such Borrower or the applicable Funds Fund(s) to promptly repay the outstanding Loans or otherwise perform their respective obligations hereunder;; 1312577v1 (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the BankCAPCO, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the BankCAPCO, which may be made by the Bank CAPCO from time to time in the event the Bank CAPCO in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the BankCAPCO, within two business days after any such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal and interest due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank Facility is no longer obligated to make Loans to such Borrowerterminated, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) To deliver to the Bank CAPCO as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank CAPCO as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements Statement of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Funds Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank CAPCO prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC;; 6 (e) To promptly notify the Bank CAPCO of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the BankCAPCO, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, CAPCO which may be made by the Bank CAPCO from time to time in the event the Bank CAPCO in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the BankCAPCO, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time The Borrowers covenant and agree jointly and severally that so long as all amounts any monies will be outstanding under this Agreement, they and each of principal and interest due to the Bank by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such Borrower, such Borrower (for itself and on behalf of its respective Funds) agreesthem shall: (a) To deliver to except for the Bank as soon as possible Viking Sale, at all times maintain each of their existence and in any event within ninety (90) days after the end existence of all of each fiscal year of such Borrower and the applicable Fundstheir Subsidiaries, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation provided that Subsidiaries of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as Borrowers may enter into intercompany mergers with other Subsidiaries of the end of such fiscal yearBorrowers; (b) To deliver to the Bank as soon as available duly perform each of their obligations under this Agreement, and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower all other agreements and the applicable Funds, Statements of Assets instruments executed and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual perioddelivered hereunder or thereunder; (c) To deliver carry on and conduct each of their businesses in a proper business-like manner in accordance with good business practice and will keep or cause to the Bank prompt notice be kept proper books of the occurrence of any event or condition which constitutes, or is likely to result in, a change account in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Noteaccordance with generally accepted accounting principles; (d) To do, or cause to be done, at all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to times comply in all material respects with all applicable laws, regulations and ordersexcept such voluntary non-compliance as shall, including without limitationin each of their good faith business judgment, all rules and regulations promulgated by not have a material adverse effect on the SECbusiness of the Borrowers or any Subsidiary, taken as a whole; (e) To promptly at all times maintain any material contracts in good standing and fulfill all obligations thereunder, and immediately notify the Bank Lender of any litigation, threatened legal proceeding facts or investigation by a governmental authority circumstances which may arise which could materially affect the ability constitute a default thereunder and give rise to a right of termination under either such Borrower agreement, and take all steps as may be prudent or the applicable Funds necessary to promptly repay the outstanding Loans rectify or otherwise perform their obligations hereundercure any such default; (f) In pay and discharge promptly when due, all taxes, assessments and other governmental charges or levies imposed upon it or upon its properties or assets or upon any part thereof, as well as all claims of any kind (including claims for labour, materials and supplies) which, if unpaid, would by law become a lien, charge, trust or other claims upon any such properties or assets; provided, however, that the event a Loan for Borrowers shall not be required to pay any such tax, assessment, charge or levy or claim if the benefit amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings and if the Borrowers shall have set aside on each of a particular Fund their books the reserve the extent required by generally accepted accounting principles in an amount which is not repaid in full within 10 days after reasonably adequate with respect thereto; (g) promptly furnish and give to the date it is borrowedLender such reports, certificates, financial statements, and until such Loan is repaid in full, to deliver other information with respect to the BankBorrowers as the Lender may reasonably request from time to time during the term of this Agreement; (h) provide the Lender with written notice of any proposed financing made by or to the Borrowers concurrently with, within two business days after each Friday occurring after such 10th daybut not prior to, a statement setting forth the total assets public disclosure of such Fund as of the close of business on each such Fridayfinancing; and (gi) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver furnish and give to the BankLender (if such is the case) notice that an Event of Default has occurred and, within two business days after such requestif applicable, a statement setting forth is continuing or notice in respect of any event which would constitute an Event of Default hereunder and specifying the total assets nature of each Fund for whose benefit a Loan is outstanding on the date of such requestsame.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal and interest due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank Facility is no longer obligated to make Loans to such Borrowerterminated, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) To deliver to the Bank CAPCO as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank CAPCO as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements Statement of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Funds Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank CAPCO prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank CAPCO of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowedborrowed , and until such Loan is repaid in full, to deliver to the BankCAPCO, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, CAPCO which may be made by the Bank CAPCO from time to time in the event the Bank CAPCO in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the BankCAPCO, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of principal and interest due a. The Borrowers shall furnish to the Bank Lender: (i) year, all prepared in accordance with generally accepted principles and practices of accounting consistently applied, reviewed by a firm of independent certified public accountants selected by the Borrowers and satisfactory to the Lender and consolidated, consolidating or individual as Lender shall require; (ii) within forty-five (45) Business Days after the end of the first three quarters of each fiscal year of the Borrowers, a balance sheet of the Borrowers as of the end of such quarter and the related statements of income and changes in cash flows and of shareholders or members equity for such period, all prepared in accordance with generally accepted principles and practices of accounting consistently applied, certified by the president, chief executive officer or member, as applicable, of each Borrower and consolidated, consolidating or individual as Lender shall require; (iii) within fifteen (15) Business Days after the end of each quarter of each fiscal year of each Borrower, a Covenant Compliance Certificate certified by each Borrower, as of the end of each quarter in the form of Exhibit F attached; (iv) promptly such further information regarding the business affairs and financial condition of each Borrower as the Lender may require; and (v) as soon as practicable after it has reason to know that an Event of Default has occurred, but in no event later than one Business Day after the knowledge of the occurrence of such event, written notice of such occurrence together with a statement of a responsible officer of the Borrowers describing the action, if any, which the Borrowers proposes to take with respect thereto. The statements to be submitted pursuant to subdivision (i) and (ii) of this Section 8(a) shall be accompanied by an Officer's Certificate stating that the statements accompanying such certificates are correct and complete and fairly present the financial condition and results of operation of the Borrowers at the end of such year or quarter, as the case may be, all in conformity with generally accepted accounting principles consistently applied and accounting practices standard for Borrowers' business, and that such officer has no knowledge, except as specifically stated, of a Default or an Event of Default. b. The Borrowers shall be bound under this Agreement by any Loan affirmative and negative covenants made by the Borrowers in any other recourse loan/credit agreement between either Borrower and any other lender that impose any greater obligations on such Borrower than those covenants contained in this Agreement. c. The Borrowers shall continue to engage in the same type of business as each is presently engaged in (and will not engage in other types of business), and preserve its corporate or limited liability company existence, as applicable, and good standing and all its material rights, 21 -18- privileges and franchises necessary and desirable in the normal conduct of its business and it shall not sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or a substantial part of its business or assets. d. The Borrowers shall pay and discharge all taxes, assessments and government charges or levies imposed on it or its income or profits or any of its properties prior to the date on which penalties attach thereto except any such tax, assessment, charge or levy the payment of which is being contested in good faith by proper proceedings provided it has made adequate reserves on its books. e. The Borrowers shall comply with the requirements of all applicable laws, regulations and orders of any governmental authority, a violation of which would materially affect its respective business or credit. f. The Borrowers shall furnish to the Lender. (i) promptly after knowledge thereof shall have come to the attention of either Borrower, written notice of (i) any threatened or pending litigation or governmental or administrative proceeding against such Borrower which would materially and adversely affect the business and property of such Borrower, (ii) the occurrence of a Default or an Event of Default, and (iii) the occurrence of any default under any other agreement to which such Borrower is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such Borrower, such Borrower (for itself and on behalf of its respective Funds) agrees:a party; (aii) To deliver to the Bank as soon as possible and in any event within ninety thirty (9030) days after either Borrower knows or has reason to know that any Reportable Event with respect to any Plan has occurred, the end statement of each fiscal year of the Borrower's president or the Borrower's chief financial officer or Borrower's member, as applicable, setting forth details as to such Reportable Event and the action which such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report proposes to shareholders together take with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholdersrespect thereto, together with a calculation copy of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end notice of such semiannual periodReportable Event to the PBGC; (ciii) To deliver promptly after the filing thereof with the United States Secretary of Labor or the PBGC, copies of each annual report which is filed with respect to each Plan for each Plan year, certified by independent certified public accountants of recognized standing acceptable to the Bank prompt notice Lender or the Borrower's president, chief executive officer or members, as applicable; and (iv) promptly, such additional information as the Lender may request. h. The Borrowers shall make all filings (including, without limitation, such UCC filings as are required from time to time under Section 12 hereof) as are necessary in any jurisdiction to continue or maintain the first priority perfected security interest of the occurrence Lender and any successor holder of the Secured Grid Note in the Collateral. i. Borrowers shall reimburse Lender for all costs and expenses incurred by Lender relating to due diligence review of the Collateral, the closing and ongoing administration of the Facility and this Agreement, including, without limitation, lien search charges, recording and filing fees, taxes, attorneys' fees, fees of independent consultants retained by Lender, custodial expenses and out-of-pocket expenses relating to Lender's audit and any event or condition which constitutesinspection of the Collateral. j. The Borrowers shall, for so long as the Loan, or any portion thereof is likely outstanding, pay, upon presentment, the reasonable legal fees and other expenses of the Lender incurred in connection with the Loan and the Facility. k. If directed by the Lender, the Borrowers shall direct each User to result in, a change in such Borrower send its Scheduled Payments to Lender or to any applicable Fund which could reasonably be expected lockbox established pursuant to materially adversely affect the ability terms of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note;Agreement. (d) To do, l. The Borrowers shall deliver or cause to be done, all things necessary to preserve and keep in full force and effect delivered within five (5) Business Days of the corporate or trust existence of such Borrower Funding Date the Contracts and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and ordersaccompanying documents, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in fullContract File, to deliver to the Bank, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such requestCustodian.