PROVIDED,
THAT SYMPHONY GENISIS NEED NOT FILE ANY SUCH TAX RETURNS OR PAY ANY SUCH TAX OR
CLAIMS IF (A) THE AMOUNT, APPLICABILITY OR VALIDITY THEREOF IS CONTESTED BY
SYMPHONY GENISIS ON A TIMELY BASIS IN GOOD FAITH AND IN APPROPRIATE PROCEEDINGS,
AND SYMPHONY GENISIS HAS ESTABLISHED ADEQUATE RESERVES THEREFOR IN ACCORDANCE
WITH GAAP ON THE BOOKS OF SYMPHONY GENISIS OR (B) THE FAILURE TO FILE SUCH TAX
RETURNS OR THE NONPAYMENT OF SUCH TAXES AND ASSESSMENTS, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
SYMPHONY GENISIS.
14
(III)
SYMPHONY GENISIS WILL AT ALL TIMES PRESERVE AND KEEP IN FULL
FORCE AND EFFECT ITS CORPORATE EXISTENCE.
(IV)
SYMPHONY GENISIS WILL KEEP COMPLETE, PROPER AND SEPARATE BOOKS OF
RECORD AND ACCOUNT, INCLUDING A RECORD OF ALL COSTS AND EXPENSES INCURRED, ALL
CHARGES MADE, ALL CREDITS MADE AND RECEIVED, AND ALL INCOME DERIVED IN
CONNECTION WITH THE OPERATION OF THE BUSINESS OF SYMPHONY GENISIS, ALL IN
ACCORDANCE WITH GAAP (WHICH GAAP SHALL BE CONFORMED TO THOSE USED BY ISIS TO THE
EXTENT PRACTICABLE), IN EACH CASE TO THE EXTENT NECESSARY TO ENABLE SYMPHONY
GENISIS TO COMPLY WITH THE PERIODIC REPORTING REQUIREMENTS OF THIS AGREEMENT,
AND WILL PROMPTLY NOTIFY ISIS IF IT ADOPTS OR CHANGES ANY ACCOUNTING PRINCIPLE
PURSUANT TO A CHANGE IN GAAP OR APPLICABLE LAW.
(V)
SYMPHONY GENISIS WILL PERFORM AND OBSERVE IN ALL MATERIAL RESPECTS
ALL OF THE TERMS AND PROVISIONS OF EACH OPERATIVE DOCUMENT TO BE PERFORMED OR
OBSERVED BY IT, MAINTAIN EACH SUCH OPERATIVE DOCUMENT TO WHICH IT IS A PARTY,
PROMPTLY ENFORCE IN ALL MATERIAL RESPECTS EACH SUCH OPERATIVE DOCUMENT IN
ACCORDANCE WITH ITS TERMS, TAKE ALL SUCH ACTION TO SUCH END AS MAY BE FROM TIME
TO TIME REASONABLY REQUESTED BY HOLDINGS OR ISIS AND MAKE TO EACH OTHER PARTY TO
EACH SUCH OPERATIVE DOCUMENT SUCH DEMANDS AND REQUESTS FOR INFORMATION AND
REPORTS OR FOR ACTION AS SYMPHONY GENISIS IS ENTITLED TO MAKE UNDER SUCH
OPERATIVE DOCUMENT.
(VI)
SYMPHONY GENISIS SHALL PERMIT THE REPRESENTATIVES OF HOLDINGS
(INCLUDING HOLDINGS' MEMBERS AND THEIR RESPECTIVE REPRESENTATIVES), EACH
SYMPHONY FUND AND ISIS, AT EACH OF THEIR OWN EXPENSE AND UPON REASONABLE PRIOR
NOTICE TO SYMPHONY GENISIS, TO VISIT THE PRINCIPAL EXECUTIVE OFFICE OF SYMPHONY
GENISIS, TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF SYMPHONY GENISIS WITH
SYMPHONY GENISIS' OFFICERS AND (WITH THE CONSENT OF SYMPHONY GENISIS, WHICH
CONSENT WILL NOT BE UNREASONABLY WITHHELD) ITS AUDITORS, ALL AT SUCH REASONABLE
TIMES AND AS OFTEN AS MAY BE REASONABLY REQUESTED IN WRITING.
(VII)
SYMPHONY GENISIS SHALL PERMIT EACH SYMPHONY FUND, AT ITS OWN
EXPENSE AND UPON REASONABLE PRIOR NOTICE TO SYMPHONY GENISIS, TO INSPECT AND
COPY SYMPHONY GENISIS' BOOKS AND RECORDS AND INSPECT SYMPHONY GENISIS'
PROPERTIES AT REASONABLE TIMES.
(VIII)
SYMPHONY GENISIS SHALL ALLOW ISIS OR ITS DESIGNATED
REPRESENTATIVES TO HAVE REASONABLE VISITATION AND INSPECTION RIGHTS WITH REGARD
TO THE PROGRAMS AND MATERIALS, DOCUMENTS AND OTHER INFORMATION RELATING THERETO.
(IX)
SYMPHONY GENISIS SHALL PERMIT EACH SYMPHONY FUND TO CONSULT WITH
AND ADVISE