Common use of Notice to the Fund, the Liquidity Provider, the Remarketing Agent and Holders of VRDP Shares Clause in Contracts

Notice to the Fund, the Liquidity Provider, the Remarketing Agent and Holders of VRDP Shares. Without limitation of the other provisions of this Agreement, the Fund will deliver or, if the Fund so directs, the Tender and Paying Agent, pursuant to and in accordance with the last paragraph of this Section 3.06, will deliver: (a) a copy of any Notice of Tender received by the Tender and Paying Agent from a Beneficial Owner or its Agent Member to the Liquidity Provider and the Remarketing Agent; (b) a copy of any Preliminary Notice of Purchase and Final Notice of Purchase to the Liquidity Provider; (c) a copy of any Notice of Revocation received by the Tender and Paying Agent from a Beneficial Owner or its Agent Member to the Liquidity Provider and the Remarketing Agent; (d) a copy of any Notice of Redemption to Holders of VRDP Shares and the Liquidity Provider; (e) a copy of a notice pursuant to Section 3.04(d) hereof to the Liquidity Provider and Holders of VRDP Shares; (f) a copy of a Gross-Up Notice to Holders of VRDP Shares and the Liquidity Provider; (g) a Mandatory Tender Notice by Electronic Means, to Holders of VRDP Shares, the Remarketing Agent and the Liquidity Provider; (h) a Mandatory Purchase Notice by Electronic Means, to Holders of VRDP Shares and the Liquidity Provider; (i) notice by Electronic Means to Holders of VRDP Shares of the failure by the Fund to pay the Liquidity Provider the applicable fee due in advance under the terms of the Fee Agreement by seven (7) Business Days prior to the beginning of the month to which such payment relates; (j) as promptly as practicable after the preparation and filing thereof with the Securities and Exchange Commission, each annual and semi-annual report prepared with respect to the Fund to the Liquidity Provider and Holders of VRDP Shares, which delivery may be made by notice of the electronic availability of any such document on a public website; (k) notice of any change (including being put on Credit Watch or Watchlist), suspension or termination in or of the ratings on the VRDP Shares by any NRSRO then rating the VRDP Shares at the request of the Fund as promptly as practicable upon the occurrence thereof to the Holders of VRDP Shares and the Liquidity Provider; (l) notice of any other repurchase of any or all of the VRDP Shares to Holders of VRDP Shares and the Liquidity Provider; (m) notice of any proposed amendments to the Charter, the Articles Supplementary, the VRDP Shares Purchase Agreement, the VRDP Shares Remarketing Agreement and this Agreement not less than ten (10) Business Days prior to any proposed amendment (provided, that notice of any proposed amendment to Section 2(m) of the VRDP Shares Remarketing Agreement shall be provided to the Holders of VRDP Shares not less than fifteen (15) Business Days prior to the effective date of such proposed amendment and again not less than ten (10) Business Days prior to the effective date of such proposed amendment), and copies of all actual amendments thereto to Holders of VRDP Shares; (n) notice of any proposed amendments to or waivers of the Related Documents and copies of all actual amendments and waivers thereto to the Liquidity Provider; (o) to the Liquidity Provider, from time to time such additional information regarding the financial position, results of operations or prospects of the Fund as the Liquidity Provider may reasonably request, including, without limitation, copies of all offering memoranda or other offering material with respect to the sale of any securities of the Fund as soon as reasonably practicable, but in no event later than ten (10) Business Days after a request; (p) notice to the Liquidity Provider and the Holders of VRDP Shares of any missed, reduced or deferred dividend payment that remains uncured for more than three (3) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the grace period; (q) notice to the Liquidity Provider and the Holders of VRDP Shares of insufficient deposit to provide for a properly noticed redemption or liquidation as soon as practicable, but in no event later than two (2) Business Days after discovery of insufficient deposits; (r) notice to the Liquidity Provider and the Holders of VRDP Shares of non-compliance with the Rating Agency Guidelines of the NRSROs for more than five (5) Business Days or of the Minimum VRDP Shares Asset Coverage for more than five (5) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the grace period; (s) notice to the Liquidity Provider and the Holders of VRDP Shares of any change to any investment adviser or sub-adviser of the Fund within two (2) Business Days after a resignation or a notice of removal has been sent by or to any investment adviser or sub-adviser; provided, however, that this clause shall not apply to personnel changes of the investment adviser or the sub-adviser; (t) notice to the Liquidity Provider of any proxy solicitation as soon as reasonably practicable, but in no event later than five (5) Business Days after mailing thereof; (u) notice one (1) Business Day after the occurrence thereof to the Liquidity Provider and the Holders of VRDP Shares of (i) the failure of the Fund to pay the amount due on any senior securities or other debt at the time outstanding, and any period of grace or cure with respect thereto shall have expired; or (ii) the failure of the Fund to pay, or admitting in writing its inability to pay, its debts generally as they become due; or (iii) the failure of the Fund to pay accumulated dividends on any additional preferred stock ranking pari passu with the VRDP Shares, and any period of grace or cure with respect thereto shall have expired; (v) notice to each Holder of VRDP Shares by Electronic Means (or by first class mail, postage prepaid, in the case where the VRDP Shares are in physical form), upon at least seven (7) days prior notice in the event that there is a substitute Liquidity Provider (including, but not limited to, as to the Liquidity Provider, the consolidation, amalgamation with, or merger with or into another entity, or the transfer of all or substantially all the Liquidity Provider’s assets to another entity), or any downgrade in the rating of the VRDP Shares or the Liquidity Provider by an NRSRO then rating the VRDP Shares at the request of the Fund or the Liquidity Provider; (w) in the event of the occurrence of a Failed Remarketing Condition, notice to the Holders of VRDP Shares with a copy to the Fund (if delivered by the Tender and Paying Agent) by Electronic Means (or by first class mail, postage prepaid, in the case where the VRDP Shares are in physical form) of such Failed Remarketing Condition; (x) notice to the Liquidity Provider of a material breach of any representation, warranty or covenant of the Fund, or the Tender and Paying Agent or Remarketing Agent, in each case, only if the Fund has actual knowledge of such breach, set forth herein or in any of the other Related Documents as soon as reasonably practicable, but in no event later than five (5) days after knowledge of senior management of the Fund or the Investment Adviser thereof; (y) notice to the Liquidity Provider of any action, suit, proceeding, investigation or regulatory or business development, including any that is pending or threatened in writing against the Fund or other Person in any court or before any governmental authority (i) in any way contesting or affecting the validity of this Agreement or any Related Document to which the Fund is a party; or (ii) in which a final adverse decision or outcome would materially adversely affect the ability of the Fund to perform its obligations under this Agreement or any Related Document to which the Fund is a party as promptly as practicable, but in no event later than ten (10) Business Days after knowledge of senior management of the Fund or the Investment Adviser thereof; (z) notice to the Liquidity Provider of the distribution of net capital gains or ordinary income pursuant to the Articles Supplementary in advance of the Rate Period that such income will or may be distributed, simultaneously with the Tender and Paying Agent providing such notice to each Holder of VRDP Shares; (aa) to the Liquidity Provider as soon as reasonably practicable upon request of the Liquidity Provider, any Remarketing Materials required of the Fund under the terms of the Fee Agreement; (bb) copies to the Liquidity Provider of all certificates that the Fund has delivered to each NRSRO which is then rating VRDP Shares that are set forth in the respective Rating Agency Guidelines regarding Minimum VRDP Shares Asset Coverage, the VRDP Shares Basic Maintenance Amount and all related calculations at such times and containing such information as set forth in the respective Rating Agency Guidelines as soon as reasonably practicable, but in no event later than ten (10) Business Days after such certificates have been sent; (cc) notice to the Liquidity Provider and the Holders of the VRDP Shares if the Remarketing Agent establishes the Maximum Rate as the Applicable Rate; (dd) in the event of a Liquidity Provider Ratings Event, of which the Tender and Paying Agent has received notice, labeled “Notice of Liquidity Provider Ratings Event” and specifying a Liquidity Provider Ratings Event Termination Date, by Electronic Means from the Fund, the Tender and Paying Agent shall provide notice of termination of the VRDP Shares Purchase Agreement specifying the Liquidity Provider Ratings Event Termination Date by Electronic Means to the Liquidity Provider in accordance with Section 7.06(b) of the VRDP Shares Purchase Agreement (with a copy to the Fund); and (ee) notice to the Fund if the Liquidity Provider fails to purchase any VRDP Shares pursuant to the Purchase Obligation. The documents specified in subsections (a), (b), (c) and (ee) above shall be delivered by the Tender and Paying Agent (with a copy to the Fund) as provided elsewhere in this Agreement. Upon the request of the Fund made to the Tender and Paying Agent at least two (2) Business Days prior to each date that such items are required to be given, and if and to the extent that the Fund provides the Tender and Paying Agent with copies of any of the foregoing items in subsections (d) through (dd) by Electronic Means, the Tender and Paying Agent shall deliver same by Electronic Means to the designated recipients thereof promptly, but in any event, within two (2) Business Days of receipt thereof. The Tender and Paying Agent shall have no duty to examine and shall not be charged with knowledge of the contents of any of the foregoing items (a) through (dd), its sole duty in respect thereof being to deliver same to the Liquidity Provider, the Remarketing Agent and the Holders, as the case may be (with copies to the Fund, as applicable), if and when requested and as and to the extent hereinabove provided or as otherwise provided herein.

Notice to the Fund, the Liquidity Provider, the Remarketing Agent and Holders of VRDP Shares. Without limitation of the other provisions of this Agreement, the Fund will deliver or, if the Fund so directs, the Tender and Paying Agent, pursuant to and in accordance with the last paragraph of this Section 3.06, will deliver: (a) a copy of any Notice of Tender received by the Tender and Paying Agent from a Beneficial Owner or its Agent Member to the Liquidity Provider and the Remarketing Agent; (b) a copy of any Preliminary Notice of Purchase and Final Notice of Purchase to the Liquidity Provider; (c) a copy of any Notice of Revocation received by the Tender and Paying Agent from a Beneficial Owner or its Agent Member to the Liquidity Provider and the Remarketing Agent; (d) a copy of any Notice of Redemption to Holders of VRDP Shares and the Liquidity Provider; (e) a copy of a notice pursuant to Section 3.04(d) hereof to the Liquidity Provider and Holders of VRDP Shares; (f) a copy of a Gross-Up Notice to Holders of VRDP Shares and the Liquidity Provider; (g) a Mandatory Tender Notice by Electronic Means, to Holders of VRDP Shares, the Remarketing Agent and the Liquidity Provider; (h) a Mandatory Purchase Notice by Electronic Means, to Holders of VRDP Shares and the Liquidity Provider; (i) notice by Electronic Means to Holders of VRDP Shares of the failure by the Fund to pay the Liquidity Provider the applicable fee due in advance under the terms of the Fee Agreement by seven (7) Business Days prior to the beginning of the month to which such payment relates; (j) as promptly as practicable after the preparation and filing thereof with the Securities and Exchange Commission, each annual and semi-annual report prepared with respect to the Fund to the Liquidity Provider and Holders of VRDP Shares, which delivery may be made by notice of the electronic availability of any such document on a public website; (k) notice of any change (including being put on Credit Watch or Watchlist), suspension or termination in or of the ratings on the VRDP Shares by any NRSRO then rating the VRDP Shares at the request of the Fund as promptly as practicable upon the occurrence thereof to the Holders of VRDP Shares and the Liquidity Provider; (l) notice of any other repurchase of any or all of the VRDP Shares to Holders of VRDP Shares and the Liquidity Provider; (m) notice of any proposed amendments to the Charter, the Articles SupplementaryCertificate of Designation, the VRDP Shares Purchase Agreement, the VRDP Shares Remarketing Agreement and this Agreement not less than ten (10) Business Days prior to any proposed amendment (provided, that notice of any proposed amendment to Section 2(m) of the VRDP Shares Remarketing Agreement shall be provided to the Holders of VRDP Shares not less than fifteen (15) Business Days prior to the effective date of such proposed amendment and again not less than ten (10) Business Days prior to the effective date of such proposed amendment), and copies of all actual amendments thereto to Holders of VRDP Shares; (n) notice of any proposed amendments to or waivers of the Related Documents and copies of all actual amendments and waivers thereto to the Liquidity Provider; (o) to the Liquidity Provider, from time to time such additional information regarding the financial position, results of operations or prospects of the Fund as the Liquidity Provider may reasonably request, including, without limitation, copies of all offering memoranda or other offering material with respect to the sale of any securities of the Fund as soon as reasonably practicable, but in no event later than ten (10) Business Days after a request; (p) notice to the Liquidity Provider and the Holders of VRDP Shares of any missed, reduced or deferred dividend payment that remains uncured for more than three (3) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the grace period; (q) notice to the Liquidity Provider and the Holders of VRDP Shares of insufficient deposit to provide for a properly noticed redemption or liquidation as soon as practicable, but in no event later than two (2) Business Days after discovery of insufficient deposits; (r) notice to the Liquidity Provider and the Holders of VRDP Shares of non-compliance with the Rating Agency Guidelines of the NRSROs for more than five (5) Business Days or of the Minimum VRDP Shares Asset Coverage for more than five (5) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the grace period; (s) notice to the Liquidity Provider and the Holders of VRDP Shares of any change to any investment adviser or sub-adviser of the Fund within two (2) Business Days after a resignation or a notice of removal has been sent by or to any investment adviser or sub-adviser; provided, however, that this clause shall not apply to personnel changes of the investment adviser or the sub-adviser; (t) notice to the Liquidity Provider of any proxy solicitation as soon as reasonably practicable, but in no event later than five (5) Business Days after mailing thereof; (u) notice one (1) Business Day after the occurrence thereof to the Liquidity Provider and the Holders of VRDP Shares of (i) the failure of the Fund to pay the amount due on any senior securities or other debt at the time outstanding, and any period of grace or cure with respect thereto shall have expired; or (ii) the failure of the Fund to pay, or admitting in writing its inability to pay, its debts generally as they become due; or (iii) the failure of the Fund to pay accumulated dividends on any additional preferred stock share ranking pari passu with the VRDP Shares, and any period of grace or cure with respect thereto shall have expired; (v) notice to each Holder of VRDP Shares by Electronic Means (or by first class mail, postage prepaid, in the case where the VRDP Shares are in physical form), upon at least seven (7) days prior notice in the event that there is a substitute Liquidity Provider (including, but not limited to, as to the Liquidity Provider, the consolidation, amalgamation with, or merger with or into another entity, or the transfer of all or substantially all the Liquidity Provider’s assets to another entity), or any downgrade in the rating of the VRDP Shares or the Liquidity Provider by an NRSRO then rating the VRDP Shares at the request of the Fund or the Liquidity Provider; (w) in the event of the occurrence of a Failed Remarketing Condition, notice to the Holders of VRDP Shares with a copy to the Fund (if delivered by the Tender and Paying Agent) by Electronic Means (or by first class mail, postage prepaid, in the case where the VRDP Shares are in physical form) of such Failed Remarketing Condition; (x) notice to the Liquidity Provider of a material breach of any representation, warranty or covenant of the Fund, or the Tender and Paying Agent or Remarketing Agent, in each case, only if the Fund has actual knowledge of such breach, set forth herein or in any of the other Related Documents as soon as reasonably practicable, but in no event later than five (5) days after knowledge of senior management of the Fund or the Investment Adviser thereof; (y) notice to the Liquidity Provider of any action, suit, proceeding, investigation or regulatory or business development, including any that is pending or threatened in writing against the Fund or other Person in any court or before any governmental authority (i) in any way contesting or affecting the validity of this Agreement or any Related Document to which the Fund is a party; or (ii) in which a final adverse decision or outcome would materially adversely affect the ability of the Fund to perform its obligations under this Agreement or any Related Document to which the Fund is a party as promptly as practicable, but in no event later than ten (10) Business Days after knowledge of senior management of the Fund or the Investment Adviser thereof; (z) notice to the Liquidity Provider of the distribution of net capital gains or ordinary income pursuant to the Articles Supplementary Certificate of Designation in advance of the Rate Period that such income will or may be distributed, simultaneously with the Tender and Paying Agent providing such notice to each Holder of VRDP Shares; (aa) to the Liquidity Provider as soon as reasonably practicable upon request of the Liquidity Provider, any Remarketing Materials required of the Fund under the terms of the Fee Agreement; (bb) copies to the Liquidity Provider of all certificates that the Fund has delivered to each NRSRO which is then rating VRDP Shares that are set forth in the respective Rating Agency Guidelines regarding Minimum VRDP Shares Asset Coverage, the VRDP Shares Basic Maintenance Amount and all related calculations at such times and containing such information as set forth in the respective Rating Agency Guidelines as soon as reasonably practicable, but in no event later than ten (10) Business Days after such certificates have been sent; (cc) notice to the Liquidity Provider and the Holders of the VRDP Shares if the Remarketing Agent establishes the Maximum Rate as the Applicable Rate; (dd) in the event of a Liquidity Provider Ratings Event, of which the Tender and Paying Agent has received notice, labeled “Notice of Liquidity Provider Ratings Event” and specifying a Liquidity Provider Ratings Event Termination Date, by Electronic Means from the Fund, the Tender and Paying Agent shall provide notice of termination of the VRDP Shares Purchase Agreement specifying the Liquidity Provider Ratings Event Termination Date by Electronic Means to the Liquidity Provider in accordance with Section 7.06(b) of the VRDP Shares Purchase Agreement (with a copy to the Fund); and (ee) notice to the Fund if the Liquidity Provider fails to purchase any VRDP Shares pursuant to the Purchase Obligation. The documents specified in subsections (a), (b), (c) and (ee) above shall be delivered by the Tender and Paying Agent (with a copy to the Fund) as provided elsewhere in this Agreement. Upon the request of the Fund made to the Tender and Paying Agent at least two (2) Business Days prior to each date that such items are required to be given, and if and to the extent that the Fund provides the Tender and Paying Agent with copies of any of the foregoing items in subsections (d) through (dd) by Electronic Means, the Tender and Paying Agent shall deliver same by Electronic Means to the designated recipients thereof promptly, but in any event, within two (2) Business Days of receipt thereof. The Tender and Paying Agent shall have no duty to examine and shall not be charged with knowledge of the contents of any of the foregoing items (a) through (dd), its sole duty in respect thereof being to deliver same to the Liquidity Provider, the Remarketing Agent and the Holders, as the case may be (with copies to the Fund, as applicable), if and when requested and as and to the extent hereinabove provided or as otherwise provided herein.

Notice to the Fund, the Liquidity Provider, the Remarketing Agent and Holders of VRDP Shares. Without limitation of the other provisions of this Agreement, the Fund will deliver or, if the Fund so directs, the Tender and Paying Agent, pursuant to and in accordance with the last paragraph of this Section 3.06, will deliver: (a) a copy of any Notice of Tender received by the Tender and Paying Agent from a Beneficial Owner or its Agent Member to the Liquidity Provider and the Remarketing AgentAgent (with a copy to the Fund); (b) a copy of any Preliminary Notice of Purchase and Final Notice of Purchase to the Liquidity Provider; (c) a copy of any Notice of Revocation received by the Tender and Paying Agent from a Beneficial Owner or its Agent Member to the Liquidity Provider and the Remarketing Agent; (d) a copy of any Notice of Redemption to Holders of VRDP Shares and the Liquidity Provider; (e) a copy of a notice pursuant to Section 3.04(d) hereof to the Liquidity Provider and Holders of VRDP Shares; (f) a copy of a Gross-Up Notice to Holders of VRDP Shares and the Liquidity Provider; (g) a Mandatory Tender Notice by Electronic Means, to Holders of VRDP Shares, the Remarketing Agent and the Liquidity Provider; (h) a Mandatory Purchase Notice by Electronic Means, to Holders of VRDP Shares and the Liquidity Provider; (i) notice by Electronic Means to Holders of VRDP Shares of the failure by the Fund to pay the Liquidity Provider the applicable fee when due in advance under the terms of the Fee Agreement by seven (7) Business Days prior to the beginning of the month to which such payment relatesAgreement; (j) as promptly as practicable after the preparation and filing thereof with the Securities and Exchange Commission, each annual and semi-annual report prepared with respect to the Fund to the Liquidity Provider and Holders of VRDP Shares, which delivery may be made by notice of the electronic availability of any such document on a public website; (k) notice of any change (including being put on Credit Watch or Watchlist), suspension or termination in or of the ratings on the VRDP Shares by any NRSRO then rating the VRDP Shares at the request of the Fund as promptly as practicable upon the occurrence thereof to the Holders of VRDP Shares and the Liquidity Provider; (l) notice of any other repurchase of any or all of the VRDP Shares to Holders of VRDP Shares and the Liquidity Provider; (m) notice of any proposed amendments to the Charter, the Articles Supplementary, the VRDP Shares Purchase Agreement, the VRDP Shares Remarketing Agreement and this Agreement not less than ten (10) Business Days prior to any proposed amendment (provided, that notice of any proposed amendment to Section 2(m) of the VRDP Shares Remarketing Agreement shall be provided to the Holders of VRDP Shares not less than fifteen (15) Business Days prior to the effective date of such proposed amendment and again not less than ten (10) Business Days prior to the effective date of such proposed amendment), and copies of all actual amendments thereto to Holders of VRDP Shares; (n) notice of any proposed amendments to or waivers of the Related Documents and copies of all actual amendments and waivers thereto to the Liquidity Provider; (o) to the Liquidity Provider, from time to time such additional information regarding the financial position, results of operations or prospects of the Fund as the Liquidity Provider may reasonably request, including, without limitation, copies of all offering memoranda or other offering material with respect to the sale of any securities of the Fund as soon as reasonably practicable, but in no event later than ten (10) Business Days after a request; (p) notice to the Liquidity Provider and the Holders of VRDP Shares of any missed, reduced or deferred dividend payment that remains uncured for more than three (3) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the grace period; (q) notice to the Liquidity Provider and the Holders of VRDP Shares of insufficient deposit to provide for a properly noticed redemption or liquidation as soon as practicable, but in no event later than two (2) Business Days after discovery of insufficient deposits; (r) notice to the Liquidity Provider and the Holders of VRDP Shares of non-compliance with the Rating Agency Guidelines of the NRSROs for more than five (5) Business Days or of the Minimum VRDP Shares Asset Coverage for more than five (5) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the grace period; (s) notice to the Liquidity Provider and the Holders of VRDP Shares of any change to any investment adviser or sub-adviser of the Fund within two (2) Business Days after a resignation or a notice of removal has been sent by or to any investment adviser or sub-adviser; provided, however, that this clause shall not apply to personnel changes of the investment adviser or the sub-adviser; (t) notice to the Liquidity Provider of any proxy solicitation as soon as reasonably practicable, but in no event later than five (5) Business Days after mailing thereof; (u) notice one (1) Business Day after the occurrence thereof to the Liquidity Provider and the Holders of VRDP Shares of (i) the failure of the Fund to pay the amount due on any senior securities or other debt at the time outstanding, and any period of grace or cure with respect thereto shall have expired; or (ii) the failure of the Fund to pay, or admitting in writing its inability to pay, its debts generally as they become due; or (iii) the failure of the Fund to pay accumulated dividends on any additional preferred stock ranking pari passu with the VRDP Shares, and any period of grace or cure with respect thereto shall have expired; (v) notice to each Holder of VRDP Shares by Electronic Means (or by first class mail, postage prepaid, in the case where the VRDP Shares are in physical form), upon at least seven (7) days prior notice in the event that there is a substitute Liquidity Provider (including, but not limited to, as to the Liquidity Provider, the consolidation, amalgamation with, or merger with or into another entity, or the transfer of all or substantially all the Liquidity Provider’s assets to another entity), or any downgrade in the rating of the VRDP Shares or the Liquidity Provider by an NRSRO then rating the VRDP Shares at the request of the Fund or the Liquidity Provider; (w) in the event of the occurrence of a Failed Remarketing Condition, notice to the Holders of VRDP Shares with a copy to the Fund (if delivered by the Tender and Paying Agent) by Electronic Means (or by first class mail, postage prepaid, in the case where the VRDP Shares are in physical form) of such Failed Remarketing Condition; (x) notice to the Liquidity Provider of a material breach of any representation, warranty or covenant of the Fund, or the Tender and Paying Agent or Remarketing Agent, in each case, only if the Fund has actual knowledge of such breach, Agent set forth herein or in any of the other Related Documents as soon as reasonably practicable, but in no event later than five (5) days after knowledge of senior management of the Fund or the Investment Adviser thereof; (y) notice to the Liquidity Provider of any action, suit, proceeding, investigation or regulatory or business development, including any that is pending or threatened in writing against the Fund or other Person in any court or before any governmental authority (i) in any way contesting or affecting the validity of this Agreement or any Related Document to which the Fund is a party; or (ii) in which a final adverse decision or outcome would materially adversely affect the ability of the Fund to perform its obligations under this Agreement or any Related Document to which the Fund is a party as promptly as practicable, but in no event later than ten (10) Business Days after knowledge of senior management of the Fund or the Investment Adviser thereof; (z) notice to the Liquidity Provider of the distribution of net capital gains or ordinary income pursuant to the Articles Supplementary in advance of the Rate Period that such income will or may be distributed, simultaneously with the Tender and Paying Agent providing such notice to each Holder of VRDP Shares; (aa) to the Liquidity Provider as soon as reasonably practicable upon request of the Liquidity Provider, any Remarketing Materials required of the Fund under the terms of the Fee Agreement; (bb) copies to the Liquidity Provider of all certificates that the Fund has delivered to each NRSRO which is then rating VRDP Shares that are set forth in the respective Rating Agency Guidelines regarding Minimum VRDP Shares Asset Coverage, the VRDP Shares Basic Maintenance Amount and all related calculations at such times and containing such information as set forth in the respective Rating Agency Guidelines as soon as reasonably practicable, but in no event later than ten (10) Business Days after such certificates have been sent; (cc) notice to the Liquidity Provider and the Holders of the VRDP Shares if the Remarketing Agent establishes the Maximum Rate as the Applicable Rate; (dd) in the event of a Liquidity Provider Ratings Event, of which the Tender and Paying Agent has received notice, labeled “Notice of Liquidity Provider Ratings Event” and specifying a Liquidity Provider Ratings Event Termination Date, by Electronic Means from the Fund, the Tender and Paying Agent shall provide notice of termination of the VRDP Shares Purchase Agreement specifying the Liquidity Provider Ratings Event Termination Date by Electronic Means to the Liquidity Provider in accordance with Section 7.06(b) of the VRDP Shares Purchase Agreement (with a copy to the Fund); and (ee) notice to the Fund if the Liquidity Provider fails to purchase any VRDP Shares pursuant to the Purchase Obligation. The documents specified in subsections (a), (b), (c) and (ee) above shall be delivered by the Tender and Paying Agent (with a copy to the Fund) as provided elsewhere in this Agreement. Upon the request of the Fund made to the Tender and Paying Agent at least two (2) Business Days prior to each date that such items are required to be given, and if and to the extent that the Fund provides the Tender and Paying Agent with copies of any of the foregoing items in subsections (d) through (dd) by Electronic Means, the Tender and Paying Agent shall deliver same by Electronic Means to the designated recipients thereof promptly, but in any event, within two (2) Business Days of receipt thereof. The Tender and Paying Agent shall have no duty to examine and shall not be charged with knowledge of the contents of any of the foregoing items (a) through (dd), its sole duty in respect thereof being to deliver same to the Liquidity Provider, the Remarketing Agent and the Holders, as the case may be (with copies to the Fund, as applicable), if and when requested and as and to the extent hereinabove provided or as otherwise provided herein.ten