Common use of Compliance with Other Obligations Clause in Contracts

Compliance with Other Obligations. The Fund shall: (i) pay and discharge, as the same shall become due and payable, all of its material obligations and liabilities, provided, however, that the Fund shall not be required to pay or discharge any such obligation or liability that is being diligently contested in good faith, and as to which appropriate reserves are being maintained in accordance with U.S. GAAP; (ii) preserve and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization and all rights, privileges, permits, licenses and franchises necessary in the normal conduct of its business; (iii) comply with the requirements of all Laws (including, but not limited to, the Investment Company Act) and all orders, writs, injunctions and decrees applicable to it or to its business or property except where the noncompliance therewith could not reasonably be expected to have a Material Adverse Effect with respect to the Fund; and (iv) (A) use reasonable efforts to make the Fund’s independent certified public accountant available to the Capital Protection Provider and the Agent in connection with any questions on the Fund’s financial statements (provided that any fees charged by such accountant for any meeting with the Capital Protection Provider and/or the Agent shall be paid by the Capital Protection Provider, and not the Fund), (B) use reasonable efforts to make the Custodian and/or the Administrator or any other Service Provider available to the Capital Protection Provider and the Agent at any reasonable time during normal business hours and upon reasonable prior notice, from time to time to permit the Capital Protection Provider and any agent or representative thereof to visit the properties of such Persons and to discuss the affairs, finances, assets and accounts (including, without limitation, any deposit accounts and securities accounts) of the Fund with the appropriate officers of such Persons, and to audit any report prepared or required to be delivered by such Persons pursuant to Section 5.01(b) and Schedule II and the calculation of the NAV Per Share of any share class of the Fund and the number of outstanding shares of any share class of the Fund communicated to the Capital Protection Provider or the Agent, and to otherwise permit such Person (i) to discuss the affairs, finances, assets and accounts (including, without limitation, any deposit accounts and securities accounts) of the Fund with the Capital Protection Provider, the Agent and the Guarantor and (ii) to examine and make copies of and abstracts from their records and books of account, provided that the Fund shall not be required to reimburse the Capital Protection Provider, Agent or Guarantor for any expenses incurred by them in connection therewith, and (C) at any reasonable time during normal business hours and upon reasonable prior notice, from time to time permit the Capital Protection Provider and any agent or representative thereof to visit the properties of the Fund and to discuss the affairs, finances, assets and accounts (including, without limitation, any deposit accounts and securities accounts) of the Fund with any of the Fund’s officers and permit such officer’s to discuss the affairs, finances, assets and accounts of the Fund with the Capital Protection Provider, the Agent and the Guarantor and to examine and make copies of and abstracts from their records and books of account; provided that the Fund shall not be required to reimburse the Capital Protection Provider, Agent or Guarantor or any agent or representative thereof for any expenses incurred by them in connection therewith.

Compliance with Other Obligations. The Fund shall: (i) pay and discharge, as the same The Borrower shall become due and payable, have complied in all material respects with all of its material other obligations under the Commitment Letter, the Fee Letter and liabilitiesthe Engagement Letter referred to therein, provided, however, that including the Fund shall not be required to pay or discharge any such obligation or liability that is being diligently contested in good faith, “market flex” and as to which appropriate reserves are being maintained in accordance with U.S. GAAP;the “clear market” provisions thereunder. (ii) preserve The Borrower shall have used commercially reasonable efforts to cause the Senior Notes to be issued or placed on or prior to the Closing Date, which efforts will include, without limitation, (A) the completion and maintain delivery to the Financial Institution at least twenty (20) consecutive business days prior to the Closing Date (the period between such delivery and the Closing Date, the “Senior Notes Marketing Period”), of a preliminary prospectus, preliminary offering memorandum or preliminary private placement memorandum (each, an “Offering Memorandum”) for the offer and sale of the Senior Notes pursuant to a registration statement, Rule 144A or other private placement, in full force and effect its legal existence and good standing each case, under the Laws of the jurisdiction of its organization and all rightsSecurities Act, privilegescontaining such disclosures as may be required by applicable laws, permits, licenses and franchises necessary in the normal conduct of its business; (iii) comply with the requirements of all Laws as are customary for such a document (including, but not limited to, the Investment Company Act) and all orders, writs, injunctions and decrees applicable to it or to its business or property except where the noncompliance therewith could not reasonably be expected to have a Material Adverse Effect with respect to the Fundextent applicable, all audited, unaudited, pro forma and other financial statements and schedules of Holdings and the Borrower as would be required in a registered public offering of Senior Notes by the Borrower), which Offering Memorandum will be in a form that will enable the independent registered public accountants of the Borrower to render a customary “comfort letter” (including customary “negative assurances”), and (B) delivery by such independent registered public accountants of draft customary “comfort letters” in the form that such accountants are prepared to issue upon completion of customary procedures at pricing and closing of such Senior Notes (such drafts shall be delivered for review and comment by the Financial Institution within a reasonable time prior to their issuance); and provided, that such Senior Notes Marketing Period shall not include (ivi) any period during which the Senior Notes cannot be offered or sold because of a black-out period imposed by the Borrower for any reason or by applicable securities law or (ii) any day from and including (A) use reasonable efforts to make the Fund’s independent certified public accountant available to the Capital Protection Provider December 17, 2010 through and the Agent in connection with any questions on the Fund’s financial statements (provided that any fees charged by such accountant for any meeting with the Capital Protection Provider and/or the Agent shall be paid by the Capital Protection Providerincluding January 3, and not the Fund)2011, (B) use reasonable efforts to make the Custodian and/or the Administrator or any other Service Provider available to the Capital Protection Provider August 19, 2011 through and the Agent at any reasonable time during normal business hours and upon reasonable prior noticeincluding September 5, from time to time to permit the Capital Protection Provider and any agent or representative thereof to visit the properties of such Persons and to discuss the affairs2011, finances, assets and accounts (including, without limitation, any deposit accounts and securities accounts) of the Fund with the appropriate officers of such Persons, and to audit any report prepared or required to be delivered by such Persons pursuant to Section 5.01(b) and Schedule II and the calculation of the NAV Per Share of any share class of the Fund and the number of outstanding shares of any share class of the Fund communicated to the Capital Protection Provider or the Agent, and to otherwise permit such Person (i) to discuss the affairs, finances, assets and accounts (including, without limitation, any deposit accounts and securities accounts) of the Fund with the Capital Protection Provider, the Agent and the Guarantor and (ii) to examine and make copies of and abstracts from their records and books of account, provided that the Fund shall not be required to reimburse the Capital Protection Provider, Agent or Guarantor for any expenses incurred by them in connection therewith, and (C) at any reasonable time during normal business hours November 18, 2011 through and upon reasonable prior noticeincluding November 28, from time to time permit the Capital Protection Provider 2011 or (D) December 16, 2011 through and any agent or representative thereof to visit the properties of the Fund and to discuss the affairsincluding January 2, finances, assets and accounts (including, without limitation, any deposit accounts and securities accounts) of the Fund with any of the Fund’s officers and permit such officer’s to discuss the affairs, finances, assets and accounts of the Fund with the Capital Protection Provider, the Agent and the Guarantor and to examine and make copies of and abstracts from their records and books of account; provided that the Fund shall not be required to reimburse the Capital Protection Provider, Agent or Guarantor or any agent or representative thereof for any expenses incurred by them in connection therewith2012.