Common use of LIABILITIES TO BE DISCHARGED Clause in Contracts

LIABILITIES TO BE DISCHARGED. The Acquired Fund will discharge all of its liabilities and obligations prior to the Closing Date other than the ordinary course liabilities reflected in the Acquired Fund's net asset value incurred by the Acquired Fund prior to the Closing Date in connection with its on-going business operations (including accrued fees and expenses and payables for securities purchased or for share redemptions) (the "ACQUIRED FUND ORDINARY COURSE LIABILITIES"). Subject to receiving the requisite approval of the shareholders of the Acquired Fund, and subject to other terms and conditions contained in this Agreement and on the basis of the representations and warranties contained in this Agreement, on the Closing Date, the Acquiring Fund shall assume and thereafter in due course pay and fully satisfy, discharge or perform the Acquired Fund Ordinary Course Liabilities which consist of payables for securities purchased. For avoidance of doubt, the Acquiring Fund shall not assume or agree to pay, satisfy, discharge or perform any Acquired Fund Ordinary Course Liabilities other than those consisting of payables for securities purchased (including accrued fees and expenses and payables for share redemptions), any contingent liabilities, or any liabilities arising under any plan adopted by the Acquired Fund under Rule 12b-1 with respect to the sale of the Acquired Fund's shares prior to the Closing Date. (b) The Reorganization Agreement is hereby amended to add the following as new Section 5(l):

LIABILITIES TO BE DISCHARGED. The Acquired Fund will discharge all of its liabilities and obligations prior to the Closing Date other than the ordinary course liabilities reflected in the Acquired Fund's net asset value incurred by the Acquired Fund prior to the Closing Date in connection with its on-going business operations (including accrued fees and expenses and payables for securities purchased or for share redemptions) (the "ACQUIRED FUND ORDINARY COURSE LIABILITIES"). Subject to receiving the requisite approval of the shareholders of the Acquired Fund, and subject to other terms and conditions contained in this Agreement and on the basis of the representations and warranties contained in this Agreement, on the Closing Date, the Acquiring Fund shall assume and thereafter in due course pay and fully satisfy, discharge or perform the Acquired Fund Ordinary Course Liabilities which consist of payables for securities purchasedLiabilities. For avoidance of doubt, the Acquiring Fund shall not assume or agree to pay, satisfy, discharge or perform any Acquired Fund Ordinary Course Liabilities other than those consisting of payables for securities purchased (including accrued fees and expenses and payables for share redemptions), any contingent liabilities, or any liabilities arising under any plan adopted by the Acquired Fund under Rule 12b-1 with respect to the sale of the Acquired Fund's shares prior to the Closing Date. (b) The Reorganization Agreement is hereby amended to add the following as new Section 5(l):