Common use of Duties and Obligations of the Administrator Clause in Contracts

Duties and Obligations of the Administrator. (a) Except with respect to an action taken in accordance with Section 3.3(c)(v), as long as any Securities are outstanding, the Administrator will take all action that may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member, the Holders or any Registered Pledgees or to enable the Company (on its own behalf or on behalf of or with respect to any Series) to engage in the activities in which it is engaged). (b) The Administrator will devote to the Company’s activities such time as is reasonably necessary to conduct the Company’s activities in an appropriate manner. (c) The Administrator will, in the conduct of the Company’s activities and business, put all Persons with whom the Company deals on notice that the Member, the Holders and the Registered Pledgees are not liable for the Company’s obligations and all agreements to which the Company is a party will include a statement to the effect that the Company is a limited liability company formed under the Act. However, the failure to include such a statement in an agreement to which the Company (on its own behalf or on behalf of or with respect to a Series) or a Series is a party will not affect the Company’s or such Series’ power and authority or authorization to enter into such agreement. (d) The Administrator will prepare or cause to be prepared and will file or cause to be filed on or before the due date (or any extension thereof) any federal, state or local tax returns required to be filed by the Company or any Series. The Administrator will cause the Company or Series to pay any taxes payable by the Company or such Series, as applicable. However, the Administrator will not be required to cause the Company or a Series to pay any tax so long as the Company or such Series is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax and such contest does not materially endanger any right or interest of the Company, any Holder or such Series. (e) The Administrator will, from time to time, submit, or cause to be submitted, to any appropriate state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such state securities administrator. (f) The Administrator will cause the Company to be qualified to engage in investment activities in connection with Permitted Transactions, or be registered under any applicable assumed or fictitious name statute or similar law in any state in which the Company (on its own behalf or on behalf of any Series) then makes investments or transacts business, if such qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company (on its own behalf or on behalf of any Series) lawfully to own or make investments or transact business.