Common use of Certain Conduct Clause in Contracts

Certain Conduct. Since the Cut Off Date and except as set forth on Schedule 5(h), Seller has not, without Buyer’s Knowledge (it being understood that, for purposes of this Paragraph 5(h), Buyer’s Knowledge as of any date shall be deemed to include information contained in any documents or materials made available to Buyer in the Data Room on or prior to such date): (i) other than pursuant to the exercise of a right of first refusal or similar right pursuant to any of the applicable Portfolio Property Agreements, disposed, liquidated, sold, assigned, transferred, delivered or otherwise disposed of any of the Interests proposed to be transferred to Buyer pursuant to this Purchase Agreement; (ii) converted, exchanged or redeemed any of the Interests proposed to be transferred by Seller pursuant to this Purchase Agreement; (iii) forgiven, released or compromised any indebtedness owed to it by any Partnership (other than upon full payment thereof) or demanded payment of any indebtedness owed to it by any Partnership in which Seller has an Interest that is being transferred pursuant to this Purchase Agreement; (iv) affirmatively amended, cancelled or terminated any Portfolio Property Agreement to which Seller is a party or entered into any new Portfolio Property Agreement; (v) affirmatively waived, amended, cancelled, terminated, exercised or failed to exercise any of the material Portfolio Contractual Rights applicable to Seller; (vi) created or permitted to exist any Lien on any portion of the Portfolio Property being transferred by Seller pursuant to this Purchase Agreement, other than Investment Liens or Liens created by Buyer; (vii) taken any action or (upon written notice from any Partnership) failed to take any action that would cause Seller to incur a material penalty or other specified consequence under any of the Portfolio Property Agreements to which it is party; or (viii) agreed to do any of the foregoing (except pursuant to this Purchase Agreement).

Certain Conduct. Since the Cut Off Date and Date, except as set forth on Schedule 5(h), Seller has not, without Buyer’s Knowledge (it being understood that, for purposes of this Paragraph 5(h), Buyer’s Knowledge as of any date shall be deemed to include information contained in any documents or materials made available disclosed to Buyer in the Data Room applicable online data room organized by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with respect to the transactions contemplated hereunder on or prior to such date): November 14, 2024, the Seller has not: (i1) other than pursuant to the exercise of a right of first refusal or similar right pursuant to any of the applicable Portfolio Property Agreements, disposed, liquidated, mortgaged, sold, assigned, transferred, delivered assigned or otherwise disposed transferred any Portfolio Property being sold by Seller to Buyer hereunder or entered into any Liquidity Opportunity in respect of any of the Interests proposed to be transferred to Buyer pursuant to this Purchase AgreementPortfolio Property other than in compliance with Section 7(b)(i); (ii2) converted, exchanged or redeemed any of the Interests proposed to be being transferred by the Seller pursuant to this Purchase Agreement; (iii3) forgiven, released or released, compromised any indebtedness owed to it by any Partnership (other than upon full payment thereof) or demanded payment of any indebtedness owed to it by any Partnership the applicable Fund in which Seller has owns an Interest that is being transferred pursuant to this Purchase Agreementother than upon full payment thereof; (iv4) affirmatively amended, cancelled canceled or terminated any Portfolio Property Agreement to which Seller is a party or entered into any new Portfolio Property Agreement; (v5) affirmatively waived, amended, cancelled, terminated, exercised or failed to exercise any of the material Portfolio Contractual Rights applicable to Seller; (vi6) failed to perform fully its obligations under any of the Portfolio Property Agreements with respect to any Interest being sold by Seller to Buyer hereunder; (7) in connection with any Remaining Capital Commitment associated with an Interest to be transferred hereunder, made any voluntary capital contributions to any Fund with respect to any Interest being sold by Seller to Buyer hereunder; (8) created or permitted to exist any Lien on any portion of the Portfolio Property being transferred by Seller pursuant to this Purchase Agreement, Interest other than Investment Liens or Liens created by Buyerthe Permitted Liens; (vii9) taken any action or (or, upon written notice from any Partnership) the applicable Fund, failed to take any action that the effect of which would cause Seller be to incur a material penalty or other specified consequence under any of the Portfolio Property Agreements with respect to which it is partyany Interest being sold by Seller to Buyer hereunder; or (viii10) agreed to do any of the foregoing (except pursuant foregoing. Notwithstanding anything to the contrary in the foregoing, ▇▇▇▇▇ understands and agrees that this Purchase Agreement)Section 5(i) shall not apply solely with respect to any Excluded Interests.

Certain Conduct. Since From December 31, 2020 until the Cut Off Date and except as set forth on Schedule 5(h)date of this Agreement, such Seller has not, without Buyer’s Knowledge (it being understood that, for purposes of this Paragraph 5(h), Buyer’s Knowledge as of any date shall be deemed to include information contained in any documents or materials made available to Buyer in the Data Room on or prior to such date): : (i) other than pursuant to the exercise of a right of first refusal or similar right pursuant to any of the applicable Portfolio Property Agreements, disposed, liquidated, sold, assigned, transferred, delivered delivered, or otherwise disposed of any of the its Interests proposed to be transferred to Buyer pursuant to this Purchase Agreementin a Transferred Entity; (ii) converted, exchanged exchanged, or redeemed any of the its Interests proposed to be transferred by Seller pursuant to this Purchase Agreementin a Transferred Entity; (iii) forgiven, released or compromised any indebtedness owed to it by any Partnership (other than upon full payment thereof) or demanded payment of any indebtedness owed to it by any Partnership in which Seller has an Interest that is being transferred pursuant to this Purchase Agreement; (iv) affirmatively amended, cancelled or terminated any Portfolio Property Agreement to which Seller is a party or entered into any new Portfolio Property Agreement; (v) affirmatively waived, amended, cancelled, terminated, exercised or failed to exercise any of the material Portfolio Contractual Rights applicable to Seller; (vi) created or permitted to exist any Lien on any portion of the Portfolio Property being transferred by Seller pursuant to this Purchase Agreementits Interests in a Transferred Entity, other than Investment (x) the Liens and rights granted under this Agreement or Liens created by Buyerany other Transaction Document and (y) any restriction or limitation pertaining to the sale, assignment, disposition, or transfer of its Interests (including any consents or approvals of transfers, rights of first refusal, and similar rights) arising out of or based on the Organizational Documents of a Transferred Entity or Fund Vehicle as set forth on the Required Consents Schedule; (viiiv) taken any action or (upon written notice from any Partnership) failed to take any action that the effect of which would be to cause such Seller to incur a material penalty or other specified consequence under the applicable Organizational Documents, including the conversion of an Interest to a fixed obligation; (v) waived any material right with respect to any Transferred Entity, Fund Vehicle or their respective Portfolio Investments, or settled any Legal Proceeding; (vi) consented to any amendment or modification of any Organizational Document or Affiliate Agreement or entered into any new agreement that would constitute one of the foregoing if existing on the date hereof; (vii) made any voluntary Capital Contributions or failed to make any required Capital Contributions with respect to any Transferred Entity or Fund Vehicle in accordance with the terms of the applicable Organizational Document, or otherwise breached in any material respect any of the Portfolio Property Agreements to which it is partyits or its Affiliates’ obligations under any Organizational Documents; or (viii) prior to Closing forgiven or released any debt owed by a Portfolio Investment to such Transferred Entity, (ix) taken any action described in Section 7.3(q), or (x) agreed or committed to do any of the foregoing (except pursuant foregoing. The Controlled Transferred Entities and, to this Purchase Agreement)the Knowledge of Sellers, the Non-Controlled Transferred Entities and their respective Portfolio Investments, do not provide any services to any Person who is not a Subsidiary.