Common use of COVENANTS OF THE FUNDS Clause in Contracts

COVENANTS OF THE FUNDS. (a) The Target Fund covenants to operate its business as presently conducted between the date hereof and the Closing Date. The Acquiring Fund covenants not to commence business operations (except to the extent contemplated herein or necessary or appropriate to consummate the purposes and intent of this Agreement and the separate agreements and plans of reorganization that it has entered into with the RMR Funds) prior to the completion of the Reorganization on the Closing Date. (b) The Acquiring Fund will file the Registration Statement with the Commission and will use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable. Each Fund agrees to cooperate fully with the other, and each will furnish to the other the information relating to itself to be set forth in the Registration Statement as required by the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations thereunder and any applicable state securities laws. (c) The Acquiring Fund shall use its reasonable best efforts to cause the Acquiring Fund Common Shares to be issued in the Reorganization to be approved for listing on NYSE Amex prior to the Closing Date. (d) The Target Fund shall mail to its shareholders of record entitled to vote at the Shareholder Meeting, in sufficient time to comply with requirements as to notice thereof, the Proxy Statement/Prospectus. (e) The Target Fund shall duly take all lawful action to call, give notice of, convene and hold the Shareholder Meeting on a date determined in accordance with the mutual agreement of the Funds for the purpose of obtaining the requisite shareholder vote with respect to this Agreement and the Reorganization and shall take all lawful action to solicit the approval and adoption of this Agreement and the Reorganization by its shareholders. (f) Each of the Funds agrees that, by the Closing Date, all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown on said returns to be due and owing either shall have been paid or adequate liability reserves shall have been provided for the payment of such taxes. The intention of the parties is that the transaction contemplated by this Agreement will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Neither Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing Date, each Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Skadden, as special U.S. federal income tax counsel to the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's execution of representations reasonably requested by and addressed to Skadden). In connection with this covenant, the Funds agree to cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund agrees to retain for a period of 10 years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Target Fund for the taxable period first ending after the Closing Date and for all prior taxable periods. After the Closing Date, the Target Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by such Fund with respect to its final taxable year ending with its complete liquidation and dissolution and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. (g) The Target Fund agrees that following the consummation of the Reorganization, it will terminate its organization and dissolve and liquidate in accordance with Massachusetts law and any other applicable law, it will not make any distributions of any Acquiring Fund Common Shares or Acquiring Fund Preferred Shares other than to its shareholders as provided herein and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any, and on and after the Closing Date it shall not conduct any business except in connection with its termination or as otherwise expressly provided herein. (h) The Target Fund undertakes that if the Reorganization is consummated, it will file an application pursuant to Section 8(f) of the 1940 Act for an order declaring that the Target Fund has ceased to be a registered investment company. (i) Following the consummation of the Reorganization, the Acquiring Fund will conduct its business as a non-diversified, closed end management investment company registered under the 1940 Act. 8.

COVENANTS OF THE FUNDS. (a) The Target Fund covenants to operate its business as presently conducted between the date hereof and the Closing Date. The Acquiring Fund covenants not to commence business operations (except to the extent contemplated herein or necessary or appropriate to consummate the purposes and intent of this Agreement and the separate agreements agreement and plans plan of reorganization that it has entered into with the RMR FundsSister Fund) prior to the completion of the Reorganization on the Closing Date. (b) The Acquiring Fund will file the Registration Statement with the Commission and will use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable. Each Fund agrees to cooperate fully with the other, and each will furnish to the other the information relating to itself to be set forth in the Registration Statement as required by the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations thereunder and any applicable state securities laws. (c) The Acquiring Fund shall use its reasonable best efforts to cause the Acquiring Fund Common Shares to be issued in the Reorganization to be approved for listing on NYSE Amex prior to the Closing Date. (d) The Target Fund shall mail to its shareholders of record entitled to vote at the Shareholder Meeting, in sufficient time to comply with requirements as to notice thereof, the Proxy Statement/Prospectus. (e) The Target Fund shall duly take all lawful action to call, give notice of, convene and hold the Shareholder Meeting on a date determined in accordance with the mutual agreement of the Funds for the purpose of obtaining the requisite shareholder vote with respect to this Agreement and the Reorganization and shall take all lawful action to solicit the approval and adoption of this Agreement and the Reorganization by its shareholders. (f) Each of the Funds agrees that, by the Closing Date, all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown on said returns to be due and owing either shall have been paid or adequate liability reserves shall have been provided for the payment of such taxes. The intention of the parties is that the transaction contemplated by this Agreement will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Neither Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing Date, each Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Skadden, as special U.S. federal income tax counsel to the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's execution of representations reasonably requested by and addressed to Skadden). In connection with this covenant, the Funds agree to cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund agrees to retain for a period of 10 years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Target Fund for the taxable period first ending after the Closing Date and for all prior taxable periods. After the Closing Date, the Target Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by such Fund with respect to its final taxable year ending with its complete liquidation and dissolution and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. (g) The Target Fund agrees that following the consummation of the Reorganization, it will terminate its organization and dissolve and liquidate in accordance with Massachusetts law and any other applicable law, it will not make any distributions of any Acquiring Fund Common Shares or Acquiring Fund Preferred Shares other than to its shareholders as provided herein and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any, and on and after the Closing Date it shall not conduct any business except in connection with its termination or as otherwise expressly provided herein. (h) The Target Fund undertakes that if the Reorganization is consummated, it will file an application pursuant to Section 8(f) of the 1940 Act for an order declaring that the Target Fund has ceased to be a registered investment company. (i) Following the consummation of the Reorganization, the Acquiring Fund will conduct its business as a non-diversified, closed end management investment company registered under the 1940 Act. 8.

COVENANTS OF THE FUNDS. (a) The Target SPR agrees to call a special meeting of its stockholders to be held as soon as is practicable after the effective date of the N-14 Registration Statement for the purpose of considering the Reorganization as described in this Agreement. (b) Each Fund covenants to operate its respective business as presently conducted between the date hereof and the Closing Effective Date. The Acquiring Fund covenants not , it being understood that such ordinary course of business will include (i) the declaration and payment of customary dividends and other distributions and (ii) in the case of SPR, (A) preparing for its deregistration and (B) the establishment of the Reserve, except that the distribution of dividends pursuant to commence business operations (except to the extent contemplated herein or necessary or appropriate to consummate the purposes and intent Section 6(i) of this Agreement and the separate agreements and plans of reorganization that it has entered into with the RMR Funds) prior shall not be deemed to the completion constitute a breach of the Reorganization on the Closing Dateprovisions of this Section 6(b). (bc) The Acquiring Fund GAB will file the N-14 Registration Statement with the Securities and Exchange Commission (the "Commission") as promptly as practicable and will use its reasonable best efforts to cause provide that the N-14 Registration Statement to become becomes effective as promptly as practicablepracticable thereafter. Each Fund SPR agrees to cooperate fully with the other, GAB and each will furnish to the other GAB the information relating to itself to be set forth in the N-14 Registration Statement as required by the 1933 Act, the 1934 Act and Act, the 1940 Act, and the rules and regulations thereunder and any applicable state securities or blue sky laws. (c) The Acquiring Fund shall use its reasonable best efforts to cause the Acquiring Fund Common Shares to be issued in the Reorganization to be approved for listing on NYSE Amex prior to the Closing Date. (d) The Target Fund shall mail GAB will use commercially reasonable efforts to its shareholders of record entitled obtain any and all regulatory, rating agency, director and/or stockholder approvals necessary to vote at issue the Shareholder Meeting, GAB Common Stock in sufficient time to comply connection with requirements as to notice thereof, the Proxy Statement/ProspectusReorganization. (e) The Target Fund shall duly take all lawful action GAB agrees that it has no plan or intention to call, give notice of, convene and hold the Shareholder Meeting on a date determined in accordance with the mutual agreement sell or otherwise dispose of the Funds Assets of SPR to be acquired in the Reorganization, except for dispositions made in the purpose ordinary course of obtaining the requisite shareholder vote with respect to this Agreement and the Reorganization and shall take all lawful action to solicit the approval and adoption of this Agreement and the Reorganization by its shareholdersbusiness. (f) Each of the Funds Fund agrees that, by on or before the Closing Effective Date, all of its federal Federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns to be due and owing either shall have been paid or adequate liability reserves shall have been provided for the payment of such taxes. The intention of the parties is that the transaction contemplated by this Agreement will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Neither Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing Date, each Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Skadden, as special U.S. federal income tax counsel to the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's execution of representations reasonably requested by and addressed to Skadden). In connection with this covenant, the Funds agree SPR agrees to cooperate with each other GAB in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund GAB agrees to retain for a period of 10 ten (10) years following the Closing Effective Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Target Fund SPR for the its taxable period periods first ending after the Closing such Effective Date and for all prior taxable periods. Any information obtained under this subsection shall be kept confidential except as otherwise may be necessary in connection with the filing of returns or claims for refund or in conducting an audit or other proceeding. After the Closing Effective Date, the Target Fund GAB at its expense shall prepare, or cause its agents to prepare, any federal, state or local tax returns returns, including any Forms 1099, required to be filed and provided to required persons by such Fund SPR with respect to its final taxable year ending with its complete liquidation and dissolution the Effective Date and for any prior periods or taxable years for which the due date for such return has not passed as of the Effective Date and further shall cause such tax returns and Forms 1099 to be duly filed with the appropriate taxing authoritiesauthorities and provided to required persons. (g) The Target Fund SPR agrees that following to mail to its respective stockholders of record entitled to vote at the special meeting of stockholders at which action is to be considered regarding this Agreement, in sufficient time to comply with requirements as to notice thereof, a combined Proxy Statement and Prospectus which complies in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder. (h) SPR shall have taken all steps required to terminate all contracts with service providers effective not later than the Effective Date and SPR shall record any liabilities arising therefrom. (i) Prior to the Effective Date, SPR shall have declared a dividend or dividends, with a record and ex- dividend date prior to the Effective Date, which, together with all previous dividends, shall have the effect of distributing to the SPR Stockholders all of SPR's investment company taxable income for all taxable periods ending on or before the Effective Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income, if any, excludable from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Effective Date and all of its net capital gains realized in all taxable periods ending on or before the Effective Date (after reduction for any capital loss carry forward). (j) Following the consummation of the Reorganization, it will terminate GAB expects to stay in existence and continue its organization business as a closed-end management investment company registered under the 1940 Act. (k) Except as contemplated herein, each Fund agrees that, other than with respect to the dividend contemplated in Section 6(i), during the period from the date hereof to and dissolve and liquidate in accordance with Massachusetts law and any other applicable lawincluding the Effective Date, it will not make any distributions declare and pay dividends consistent with past practices and the terms of any Acquiring Fund Common Shares or Acquiring Fund Preferred Shares other than to its shareholders as provided herein and without first paying or adequately providing for the payment common stock and, in the case of all of its respective liabilities not assumed GAB, the preferred stock issued by the Acquiring such Fund, if any, and on and after the Closing Date it shall not conduct any business except in connection with its termination or as otherwise expressly provided herein. (hl) The Target Fund SPR undertakes that that, if the Reorganization is consummatedeffected, it will file file, or cause its agents to file, an application pursuant to Section 8(f) of the 1940 Act for an order declaring that the Target Fund SPR has ceased to be a registered investment company. (i) Following the consummation of the Reorganization, the Acquiring Fund will conduct its business as a non-diversified, closed end management investment company registered under the 1940 Act. 87.