Common use of Compliance with Investment Guidelines Clause in Contracts

Compliance with Investment Guidelines. Each of the investment guidelines set forth in Section 4.5.1 will be calculated solely at the time of investment by the Company in the applicable Investment and at the prevailing currency exchange rate and based on the industry/sector or country of origin at the time the investment is made; provided that the investment guideline set forth in Section 4.5.1(a) will be calculated at the time of the post-closing modification. In addition, in calculating the investment limit in Section 4.5.1(g), equity or equity-like instruments received by the Company pursuant to an exercise of remedies with respect to an Investment or any workout or restructuring of an Investment shall not be included in any calculation of such cap. No violation of any of the foregoing guidelines shall be deemed to have occurred as a result of any changes subsequent to the time an initial investment (or, with respect to Section 4.5.1(a), a post-closing modification) is made, including, without limitation, the performance of such investment, a reclassification of the industry or sector or any changes in its value subsequent to the date of initial investment. The Investment Adviser’s determinations with respect to the matters set forth in Section 4.5 are based on valuations in possession of the Investment Adviser at the time of investment by the Company in the applicable Investment (which may be based on estimates) and will be made reasonably and in good faith, and such determinations shall be conclusive and binding upon the Members. Any or all of the above guidelines and targets may be amended or waived in writing by a majority-in-interest of the Members. The Investment Adviser gives no warranty as to the performance or profitability of the Company or any Investment, and no guarantee that any investment objectives, expectations or targets with respect to the Company or prospective or actual Investments will be achieved.