Common use of Compliance and Resolution Clause in Contracts

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Side Letter Agreement, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or SLW Fund believes that there is a substantial risk of such assertion) that SLW Fund and its affiliates are not entitled to hold, or exercise any significant right with respect to, any Loans or securities issued to SLW Fund by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and SLW Fund. In the event of (i) a failure to comply with Borrower’s obligations under this Side Letter Agreement; or (ii) an assertion by any governmental regulatory agency (or SLW Fund believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Side Letter Agreement, then (i) SLW Fund and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, SLW Fund, and any governmental regulatory agency, and (ii) upon request of SLW Fund, Borrower will cooperate and assist with any assignment of the financing agreements from SLW Fund to any of SLW Fund’s affiliates.