Common use of Client Consents Clause in Contracts

Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue after Closing, as promptly as practicable following the date of this Agreement, the Company shall, or shall cause the appropriate Subsidiary to, send a notice (“Notice”) complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement informing such Client of the transactions contemplated by this Agreement and requesting such consent in writing and shall use its reasonable best efforts to obtain such consent, and the Company shall, and shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts to obtain such consent. (b) The Company, Parent and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement with a Client to continue after the Closing shall be deemed given for all purposes under this Agreement (A) upon receipt of a written consent requested in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and informing such Client: (I) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after the sending of the Negative Consent Notice without termination; provided that if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing that such Client has not so consented or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revoked. (c) Parent shall be provided a reasonable opportunity to review and comment on all consent materials to be used by the Company or any Subsidiary prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel of such Clients relating to the consent solicitation provided for in this Section 8.05. (d) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05, at all times prior to the Closing, the Company shall keep Parent informed of the status of obtaining such client and other consents and, upon Parent’s request, make available to Parent copies of all such executed client or other consents. In addition, prior to entering into a new Investment Advisory Agreement with any Client, the Company shall, or shall instruct the applicable Subsidiaries to, inform each potential Client or counterparty to such agreement of the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent and use its reasonable best efforts to include in the applicable contract a provision disclosing the transactions contemplated by this Agreement and the consent of the potential Client or counterparty thereto (to the extent permitted by Applicable Law).

Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue after Closing, as promptly as practicable following the date of this Agreement, the Company shall, or shall cause the appropriate Subsidiary to, send a notice (“Notice”) complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement informing such Client of the transactions contemplated by this Agreement and requesting such consent in writing and shall use its reasonable best efforts to obtain such consent, and the The Company shall, and shall cause its Subsidiaries to, thereafter use their respective its reasonable best efforts to obtain such consent.obtain, as promptly as reasonably practicable following the date of this Agreement, the Client Consents pursuant to the procedures set forth on Exhibit C. (b) The Company, Parent and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement with a Client to continue after the Closing shall be deemed given for all purposes under this Agreement (A) upon receipt of a written consent requested in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and informing such Client: (I) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after the sending of the Negative Consent Notice without termination; provided that if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing that such Client has not so consented or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revoked. (c) Parent shall be provided a reasonable opportunity to review and comment on all consent materials to be used by the Company or any Subsidiary prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel of such Clients relating to the consent solicitation provided for in this Section 8.05. (d) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05Consents, at all times prior to the ClosingEffective Time, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such client and other consents Client Consents (including the receipt of written notice from any investor in any Client that such investor is not providing its consent to the consummation of the transactions contemplated by this Agreement) and, upon Parent’s reasonable request, make available to Parent copies of any executed Client Consents and any related materials. Without limiting the foregoing, Parent shall have the right to review, and comment on, in advance of distribution any documentation to be distributed by any Acquired Company to any Client (or investors therein) pursuant to which the Company is requesting a Client Consent or otherwise in connection with the Transactions (in each case, other than materials that are substantially similar to materials already provided to Parent) and the Company shall consider all such executed client or other consents. In addition, comments of Parent in good faith prior to entering into a distribution (and the Company agrees that the documentation to be delivered to the Clients set forth on Section 6.12(b) of the Company Disclosure Letter (or any investors therein) shall address the matters described in Section 6.12(b) of the Company Disclosure Letter). From the date hereof until the Closing, the Company shall provide written notice to Parent as promptly as possible (and in any event no later than the third (3rd) Business Day following the receipt by the Company or any of its Subsidiaries of such notification) of any notification to the Company or any of its Subsidiaries (x) that any Client has determined not to provide any Client Consent or (y) of any new request for redemption or withdrawal in respect of any Mandate or any other termination of an Investment Advisory Agreement with Arrangement. (c) Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), no Acquired Company shall (i) amend any Mandate, Investment Advisory Arrangement or Fund Documentation in a manner that would, in each such case, adversely affect the economic value of such Client relationship or otherwise materially modify any term, (ii) reduce or offer or promise to reduce any fee payable by any Client, investor or Mandate thereof or cap, reduce, waive, reimburse or otherwise modify the fees payable by (or in respect of) any Client, investor or Mandate thereof or (iii) make any payment to, or grant any other economic concession (including any obligation of the Company, any Subsidiary of the Company or Parent or any of their respective affiliates to make any payment or assume or incur any other obligation or liability) to, any Client or investor, in each case of the foregoing clauses (i) – (iii), to the extent such action would have a non-de minimis and adverse effect on the economic value of such Client or investor relationship during the period following the Closing. (d) For any New Mandate, the Company shall, or and shall instruct the applicable cause each of its Subsidiaries to, inform each potential Client or counterparty to such agreement of the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent and use its reasonable best efforts to include in ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of the applicable contract a provision disclosing consummation of the transactions contemplated by this Agreement Transactions and shall use reasonable best efforts to obtain the written consent of the potential applicable Client or counterparty thereto (to the extent permitted Transactions, including the assignment of such New Mandate as a result of the consummation of the Transactions. (e) Parent shall cooperate and use reasonable best efforts to assist the Company in all reasonable respects in connection with the seeking of the Client Consents (including by Applicable Lawpromptly providing any information reasonably requested by the Company in connection with the foregoing with respect to Parent or its Affiliates).. Except as consented to by the Company in writing (which shall not be unreasonably withheld, conditioned or delayed), and except for any contact or communication initiated by any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client, Parent shall not, and Parent shall cause its officers, directors, employees and other agents and representatives not to, (x) communicate with any Client (or investors therein), any officer, director, managing member or general partner of any Client (or investors therein) or any advisory committee or similar body with respect to any Client in connection with the Transactions, including for the purpose of soliciting Client Consents or (y) propose any fee waiver, fee offset or other concessions to any Person listed in the foregoing clause

Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue As soon as reasonably practicable after Closing, as promptly as practicable following the date of this Agreementhereof, the Company shall, or shall cause DCM to send (i) in the appropriate Subsidiary tocase of each Client that is a CDO that is party to an Advisory Contract as of the date hereof, send to each Person identified in Section 6.8(a) of the Company Disclosure Letter (collectively, the "CDO CONSENT PARTIES") or to the trustee with respect to such CDO for distribution by such trustee to such CDO Consent Parties, a notice letter (“Notice”each, an "INITIAL CDO CONSENT REQUEST LETTER"), (ii) complying with Applicable Law and to each Client that is a Hedge Fund that is a party to an Advisory Contract as of the terms date hereof, a written or oral communication (each, an "INITIAL HEDGE FUND CONSENT REQUEST") requesting that the board of directors or comparable governing body of such Client’s Investment Hedge Fund, adopt written resolutions (the "HEDGE FUND RESOLUTIONS") and (iii) to each Client that is a party to an Advisory Agreement informing Contract as of the date hereof (other than a CDO or a Hedge Fund), a letter (each, an "INITIAL CLIENT CONSENT REQUEST LETTER"). Each such Initial Client Consent Request Letter, Initial CDO Consent Request Letter and Initial Hedge Fund Consent Request (x) shall notify such Client and such CDO Consent Parties of the transactions "change of control" of DCM contemplated by this Agreement and requesting the "assignment" (or deemed assignment) of such consent in writing and shall use its reasonable best efforts to obtain Advisory Contract resulting from such consent"change of control", and (y) shall request the Company shall, written consent of such Client and such CDO Consent Parties to such assignment (or deemed assignment) of such Advisory Contract and each such Hedge Fund Resolution shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts provide for the consent of such Hedge Fund to obtain the "assignment" (or deemed assignment) of such consentAdvisory Contract resulting from the "change of control" of DCM contemplated by this Agreement. (b) The CompanyOn or prior to the 30th day after the Initial Client Consent Request Letter, Parent the Initial CDO Consent Party Request Letter or the Initial Hedge Fund Consent Request, as applicable, has been sent by DCM, the Company shall cause DCM to send (i) to each Client who was sent, but who has not by such date returned, an Initial Client Consent Request Letter countersigned or otherwise duly executed indicating such Client's consent (or otherwise indicated its consent in writing) to the assignment (or deemed assignment) of the applicable Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement, a second letter (each, a "FOLLOW-UP CLIENT CONSENT REQUEST LETTER"), (ii) to each CDO Consent Party or each trustee with respect to each such CDO, as the case may be, who was sent, but who has not by such date returned, an Initial CDO Consent Request Letter countersigned indicating such CDO Consent Party's consent (or otherwise indicated its consent in writing) to the assignment (or deemed assignment) of the applicable Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement, a second letter (each, a "FOLLOW-UP CDO CONSENT REQUEST LETTER") and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement with a (iii) to each Client to continue after whom an Initial Hedge Fund Consent Request was sent but who has not by such date returned documents or other materials evidencing that the Closing Hedge Fund Resolutions have been duly adopted by a majority of the members of the board of directors or comparable governing body of such Hedge Fund, a second communication (each, a "FOLLOW-UP HEDGE FUND CONSENT REQUEST"). Each Follow-Up Client Consent Letter, Follow-Up CDO Consent Request Letter and Follow-Up Hedge Fund Consent Request shall request the applicable consents described in Section 6.8(a). (c) With respect to any Advisory Contract (other than Advisory Contracts with New Clients), the Client Consent shall be deemed given for all purposes under this Agreement (A) upon receipt of a written consent requested Section 7.9 in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”) to event that such Client or such CDO Consent Party, as applicable, has returned to DCM an executed Initial Client Consent Request Letter or a Follow-Up Client Consent Request Letter, or an executed Initial CDO Consent Request Letter or a Follow-Up CDO Consent Request Letter (which Negative Consent Notice may be included or otherwise indicated its consent in writing), or documents or other materials evidencing the Notice sent to such Client as long as due adoption of the Company provides an additional notice to such Client at least 15 days prior to Hedge Fund Resolutions by a majority of the expiration members of the board of directors or comparable governing body of such 45 day period) requesting written consent as aforesaid Hedge Fund, or by other reasonable means which shall be comparably effective in form and informing such Client: (I) of the intention substance to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that confirm the consent of such Client will be or such CDO Consent Party, as the case may be, to the assignment (or deemed assignment) of such Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement. Notwithstanding the foregoing, with respect to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after any Advisory Contract (other than Advisory Contracts with Hedge Funds or New Clients) that does not, by its terms or under applicable Law, require the sending written consent of the Negative Client party thereto or specified CDO Consent Notice without termination; provided that if Parties (as specified in Section 6.8(a) of the parties reasonably determine that written consent is required under Applicable Law Company Disclosure Letter), as applicable, to an assignment (or deemed assignment) of such Advisory Contract, the respective Investment Advisory Agreement, such consent Client Consent shall be deemed given only upon receipt for purposes of Section 7.9 (notwithstanding the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing fact that such Client or such CDO Consent Parties, as applicable, shall have failed to return an Initial Client Consent Request Letter or a Follow-Up Client Consent Request Letter, or an Initial CDO Consent Request Letter or a Follow-Up CDO Consent Request Letter, as applicable, countersigned indicating the consent of such Client or such CDO Consent Party (or otherwise failed to indicate its consent in writing), as applicable, to the assignment (or deemed assignment) of such Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement) 15 days after the date on which such Follow-Up Client Consent Request Letter or Follow-Up CDO Consent Letter, as applicable, was sent to such Client, such CDO Consent Party or such trustee, as applicable, if such Client or such CDO Consent Party, as applicable, has not so consented objected in a writing received by DCM to the assignment or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revoked. (c) Parent shall be provided a reasonable opportunity to review and comment on all consent materials to be used by the Company or any Subsidiary prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel deemed assignment of such Clients relating Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement and has continued to the consent solicitation provided accept Investment Management Services from DCM for in this Section 8.05such 15 day period. (d) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished With respect to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct Advisory Contract entered into after the date hereof and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05, at all times prior to the Closing, the Company shall keep Parent informed cause DCM to notify (i) the Client (each, a "NEW CLIENT") party to such Advisory Contract (other than a CDO) and (ii) in the case of each New Client that is a CDO, each Person whose consent is required to an assignment of such Advisory Contract related to such CDO (each a "NEW CDO CONSENT PARTY") or the trustee with respect to such CDO for distribution by such trustee to such New CDO Consent Parties, of the status "change of obtaining control" of DCM contemplated by this Agreement and the "assignment" (or deemed assignment) of such client Advisory Contract resulting from such "change of control" and other consents shall request the written consent of such New Client and, upon Parent’s requestin the case of any New Client that is a CDO, make available each of the New CDO Consent Parties required under such Advisory Contract to Parent copies consent to an assignment of all such executed client Advisory Contract to such assignment (or deemed assignment) of such Advisory Contract at the time such Advisory Contract is entered into, either by means of a notification and written consent substantially similar to the Initial Client Consent Request Letter, the Initial CDO Consent Request Letter or written evidence of the due adoption by a majority of the members of the board of directors or comparable governing body of such Hedge Fund or by other consentsreasonable means which shall be comparably effective in form and substance to confirm the consent of such New Client or New CDO Consent Party, as the case may be. (e) The Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to obtain the consents from the Clients, the New Clients, the CDO Consent Parties and the New CDO Consent Parties in the manner contemplated by this Section 6.8; PROVIDED, that neither the Company nor any of its Subsidiaries shall be required or obligated to pay any consideration to, or agree to any modification of any aspect of its relationship with, any Person from or to whom any such consents are requested. In additionExcept in accordance with the provisions of Section 6.3(c), prior to entering into a new Investment Advisory Agreement with any Clientthe Closing, the Company shallBuyer agrees that it will not (and it will not cause or permit any of its Affiliates to) contact, in writing or shall instruct the applicable Subsidiaries tootherwise, inform each potential any Client or counterparty to New Client of the Company or any of its Subsidiaries (or any Person who acts as an adviser or "gatekeeper" for any such agreement of Client or New Client) or any CDO Consent Party or New CDO Consent Party in connection with the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent and use its reasonable best efforts to include in without the applicable contract a provision disclosing the transactions contemplated by this Agreement and the consent prior approval of the potential Client or counterparty thereto (to the extent permitted by Applicable Law)Company.

Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue As soon as reasonably practicable after Closing, as promptly as practicable following the date of this Agreementhereof, the Company shall, or shall cause DCM to send (i) in the appropriate Subsidiary tocase of each Client that is a CDO that is party to an Advisory Contract as of the date hereof, send to each Person identified in Section 6.8(a) of the Company Disclosure Letter (collectively, the "CDO CONSENT PARTIES") or to the trustee with respect to such CDO for distribution by such trustee to such CDO Consent Parties, a notice letter (“Notice”each, an "INITIAL CDO CONSENT REQUEST LETTER"), (ii) complying with Applicable Law and to each Client that is a Hedge Fund that is a party to an Advisory Contract as of the terms date hereof, a written or oral communication (each, an "INITIAL HEDGE FUND CONSENT REQUEST") requesting that the board of directors or comparable governing body of such Client’s Investment Hedge Fund, adopt written resolutions (the "HEDGE FUND RESOLUTIONS") and (iii) to each Client that is a party to an Advisory Agreement informing Contract as of the date hereof (other than a CDO or a Hedge Fund), a letter (each, an "INITIAL CLIENT CONSENT REQUEST LETTER"). Each such Initial Client Consent Request Letter, Initial CDO Consent Request Letter and Initial Hedge Fund Consent Request (x) shall notify such Client and such CDO Consent Parties of the transactions "change of control" of DCM contemplated by this Agreement and requesting the "assignment" (or deemed assignment) of such consent in writing and shall use its reasonable best efforts to obtain Advisory Contract resulting from such consent"change of control", and (y) shall request the Company shall, written consent of such Client and such CDO Consent Parties to such assignment (or deemed assignment) of such Advisory Contract and each such Hedge Fund Resolution shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts provide for the consent of such Hedge Fund to obtain the "assignment" (or deemed assignment) of such consentAdvisory Contract resulting from the "change of control" of DCM contemplated by this Agreement. (b) The CompanyOn or prior to the 30th day after the Initial Client Consent Request Letter, Parent the Initial CDO Consent Party Request Letter or the Initial Hedge Fund Consent Request, as applicable, has been sent by DCM, the Company shall cause DCM to send (i) to each Client who was sent, but who has not by such date returned, an Initial Client Consent Request Letter countersigned or otherwise duly executed indicating such Client's consent (or otherwise indicated its consent in writing) to the assignment (or deemed assignment) of the applicable Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement, a second letter (each, a "FOLLOW-UP CLIENT CONSENT REQUEST LETTER"), (ii) to each CDO Consent Party or each trustee with respect to each such CDO, as the case may be, who was sent, but who has not by such date returned, an Initial CDO Consent Request Letter countersigned indicating such CDO Consent Party's consent (or otherwise indicated its consent in writing) to the assignment (or deemed assignment) of the applicable Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement, a second letter (each, a "FOLLOW-UP CDO CONSENT REQUEST LETTER") and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement with a (iii) to each Client to continue after whom an Initial Hedge Fund Consent Request was sent but who has not by such date returned documents or other materials evidencing that the Closing Hedge Fund Resolutions have been duly adopted by a majority of the members of the board of directors or comparable governing body of such Hedge Fund, a second communication (each, a "FOLLOW-UP HEDGE FUND CONSENT REQUEST"). Each Follow-Up Client Consent Letter, Follow-Up CDO Consent Request Letter and Follow-Up Hedge Fund Consent Request shall request the applicable consents described in Section 6.8(a). (c) With respect to any Advisory Contract (other than Advisory Contracts with New Clients), the Client Consent shall be deemed given for all purposes under this Agreement (A) upon receipt of a written consent requested Section 7.9 in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”) to event that such Client or such CDO Consent Party, as applicable, has returned to DCM an executed Initial Client Consent Request Letter or a Follow-Up Client Consent Request Letter, or an executed Initial CDO Consent Request Letter or a Follow-Up CDO Consent Request Letter (which Negative Consent Notice may be included or otherwise indicated its consent in writing), or documents or other materials evidencing the Notice sent to such Client as long as due adoption of the Company provides an additional notice to such Client at least 15 days prior to Hedge Fund Resolutions by a majority of the expiration members of the board of directors or comparable governing body of such 45 day period) requesting written consent as aforesaid Hedge Fund, or by other reasonable means which shall be comparably effective in form and informing such Client: (I) of the intention substance to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that confirm the consent of such Client will be or such CDO Consent Party, as the case may be, to the assignment (or deemed assignment) of such Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement. Notwithstanding the foregoing, with respect to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after any Advisory Contract (other than Advisory Contracts with Hedge Funds or New Clients) that does not, by its terms or under applicable Law, require the sending written consent of the Negative Client party thereto or specified CDO Consent Notice without termination; provided that if Parties (as specified in Section 6.8(a) of the parties reasonably determine that written consent is required under Applicable Law Company Disclosure Letter), as applicable, to an assignment (or deemed assignment) of such Advisory Contract, the respective Investment Advisory Agreement, such consent Client Consent shall be deemed given only upon receipt for purposes of Section 7.9 (notwithstanding the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing fact that such Client or such CDO Consent Parties, as applicable, shall have failed to return an Initial Client Consent Request Letter or a Follow-Up Client Consent Request Letter, or an Initial CDO Consent Request Letter or a Follow-Up CDO Consent Request Letter, as applicable, countersigned indicating the consent of such Client or such CDO Consent Party (or otherwise failed to indicate its consent in writing), as applicable, to the assignment (or deemed assignment) of such Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement) 15 days after the date on which such Follow-Up Client Consent Request Letter or Follow-Up CDO Consent Letter, as applicable, was sent to such Client, such CDO Consent Party or such trustee, as applicable, if such Client or such CDO Consent Party, as applicable, has not so consented objected in a writing received by DCM to the assignment or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revoked. (c) Parent shall be provided a reasonable opportunity to review and comment on all consent materials to be used by the Company or any Subsidiary prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel deemed assignment of such Clients relating Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement and has continued to the consent solicitation provided accept Investment Management Services from DCM for in this Section 8.05such 15 day period. (d) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished With respect to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct Advisory Contract entered into after the date hereof and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05, at all times prior to the Closing, the Company shall keep Parent informed cause DCM to notify (i) the Client (each, a "NEW CLIENT") party to such Advisory Contract (other than a CDO) and (ii) in the case of each New Client that is a CDO, each Person whose consent is required to an assignment of such Advisory Contract related to such CDO (each a "NEW CDO CONSENT PARTY") or the trustee with respect to such CDO for distribution by such trustee to such New CDO Consent Parties, of the status "change of obtaining control" of DCM contemplated by this Agreement and the "assignment" (or deemed assignment) of such client Advisory Contract resulting from such "change of control" and other consents shall request the written consent of such New Client and, upon Parent’s requestin the case of any New Client that is a CDO, make available each of the New CDO Consent Parties required under such Advisory Contract to Parent copies consent to an assignment of all such executed client Advisory Contract to such assignment (or deemed assignment) of such Advisory Contract at the time such Advisory Contract is entered into, either by means of a notification and written consent substantially similar to the Initial Client Consent Request Letter, the Initial CDO Consent Request Letter or written evidence of the due adoption by a majority of the members of the board of directors or comparable governing body of such Hedge Fund or by other consentsreasonable means which shall be comparably effective in form and substance to confirm the consent of such New Client or New CDO Consent Party, as the case may be. (e) The Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to obtain the consents from the Clients, the New Clients, the CDO Consent Parties and the New CDO Consent Parties in the manner contemplated by this Section 6.8; provided, that neither the Company nor any of its Subsidiaries shall be required or obligated to pay any consideration to, or agree to any modification of any aspect of its relationship with, any Person from or to whom any such consents are requested. In additionExcept in accordance with the provisions of Section 6.3(c), prior to entering into a new Investment Advisory Agreement with any Clientthe Closing, the Company shallBuyer agrees that it will not (and it will not cause or permit any of its Affiliates to) contact, in writing or shall instruct the applicable Subsidiaries tootherwise, inform each potential any Client or counterparty to New Client of the Company or any of its Subsidiaries (or any Person who acts as an adviser or "gatekeeper" for any such agreement of Client or New Client) or any CDO Consent Party or New CDO Consent Party in connection with the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent and use its reasonable best efforts to include in without the applicable contract a provision disclosing the transactions contemplated by this Agreement and the consent prior approval of the potential Client or counterparty thereto (to the extent permitted by Applicable Law)Company.

Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue Within ten (10) Business Days after Closing, as promptly as practicable following the date of this Agreement, the Company shall, or and shall cause the appropriate Subsidiary other Adviser Entities to, after consultation with and after receiving the consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), send a notice (“Notice”) complying with Applicable Law to each Client, each limited partner or other investor in a Private Fund Client and the terms members of such Client’s Investment each Advisory Board listed in the definition of Client Consent, announcing the entry by the Company into this Agreement informing such Client of and the Religare Agreement and the transactions contemplated by this Agreement hereby and requesting such consent in writing and shall use its reasonable best efforts to obtain such consent, and the thereby. The Company shall, and the Sellers shall cause its Subsidiaries the Company to, thereafter use their respective commercially reasonable best efforts to obtain such consentthe Client Consents prior to the Closing Date. (b) The Company, Parent and Merger Subsidiary agree that With respect to any consent required for any Investment Advisory Agreement with a Direct Client to continue after obtained or renewed between the Closing shall be deemed given for all purposes under this Agreement (A) upon receipt of a written consent requested in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and informing such Client: (I) date of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after the sending of the Negative Consent Notice without termination; provided that if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing that such Client has not so consented or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revoked. (c) Parent shall be provided a reasonable opportunity to review and comment on all consent materials to be used by the Company or any Subsidiary prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel of such Clients relating to the consent solicitation provided for in this Section 8.05. (d) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05, at all times prior to the Closing, the Company applicable Adviser Entity shall keep Parent informed of the status of obtaining such client and other consents and, upon Parent’s request, make available to Parent copies of all such executed client or other consents. In addition, prior to entering into a new Investment Advisory Agreement with any Client, the Company shall, or shall instruct the applicable Subsidiaries to, inform each potential Client or counterparty to such agreement of the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent and use its commercially reasonable best efforts to include in obtain the applicable contract a provision disclosing affirmative consent of such Direct Client to the transactions contemplated by this Agreement and the consent Religare Agreement. None of the potential Adviser Entities shall enter into any Contract with any Direct Client between the date of this Agreement and the Closing that would terminate upon the consummation of the transactions contemplated by this Agreement or the Religare Agreement or require a new Advisory Contract or other Contract to be entered into to consummate the transactions contemplated by this Agreement or the Religare Agreement. None of the Adviser Entities shall enter into any Contract with any Private Fund Client between the date of this Agreement and the Closing that would terminate upon the consummation of the transactions contemplated by this Agreement or the Religare Agreement, permit an investor to redeem assets or withdraw from the Private Fund Client or counterparty thereto require a new Private Fund Client Advisory Contract or other Contract to be entered into to consummate the transactions contemplated by this Agreement or the Religare Agreement. (c) The Company shall provide Purchaser fully executed copies of all Consents given to and obtained from Clients as contemplated in this Section 4.03 periodically from time to time between the date of the Agreement and the Closing and, in any event, no later than the Closing Date. (d) For all purposes under this Agreement, a Direct Client shall be deemed to have given its Consent to the extent permitted assignment of its Advisory Contract, and shall be deemed to be a Consenting Client, if it provides Consent to such assignment in the manner contemplated by Applicable Lawthe definition of Client Consent prior to the Closing Date; provided that such Direct Client has not (x) terminated (or provided notice of its intention to terminate) its Advisory Contract, refused to give Consent, or withdrawn and not reinstated its Consent to the assignment of its Direct Client Advisory Contract, (y) withdrawn all of its AUM or revoked any of its capital commitments or (z) informed the Company, orally or in writing, that it intends to take any of the actions described in clauses (x) or (y). (e) For all purposes under this Agreement, a Private Fund Client shall be deemed to have given its Consent to the assignment of its Advisory Contract, and shall be deemed to be a Consenting Client, if, on or prior to the Closing Date, the Private Fund Client has provided Consent to the assignment of the Advisory Contract of such Private Fund Client in the manner contemplated by the definition of Client Consent; provided that such Private Fund Client has not (w) terminated (or provided notice of its intention to terminate) its Advisory Contract, refused to give its Consent or withdrawn and not reinstated its Consent to the assignment of its Private Fund Client Advisory Contract, (x) received notice from its limited partners or other investors that they either intend to redeem their interests in the Private Fund Client or are revoking their capital commitments), (y) been the subject of any action by its limited partners or other investors to remove the general partner or terminate the investment period or (z) informed the applicable Adviser Entity, orally or in writing, that it intends to take any of the actions described in clauses (w), (x) or (y).

Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue after Closing, as promptly As soon as practicable following the date entry of this Agreementthe Sale Order, the Company Seller will cause the relevant Target Companies, General Partner Entities or Sponsored Funds to send to each limited partner or other investor of each Closing Revenue Relevant Fund a notice (a “Form of Investor Consent and Disclosures”) in a form as agreed between the Seller and the Buyer; provided that the parties shall use commercially reasonable efforts to agree on a Form of Investor Consent and Disclosures within ten (10) Business Days following the entry of the Sale Order. The Form of Investor Consent and Disclosures shall inform investors of the Transactions and the “assignment” or deemed “assignment” (as defined in the Advisers Act) of such Closing Revenue Relevant Fund’s Advisory Contract resulting from the Transactions, and if applicable, shall notify the applicable governing body or representative of the Sponsored Funds, announcing entry into this Agreement and the proposed Transactions. Any Form of Investor Consent and Disclosures delivered pursuant to this Section shall be delivered in compliance in all material respects with applicable Law and the applicable Advisory Contract or other Fund Documentation. The Seller shall, or and shall cause the appropriate Subsidiary toManagement Company or General Partner Entities, send a notice (“Notice”) complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement informing such Client of the transactions contemplated by this Agreement and requesting such consent in writing and shall as applicable, to use its reasonable best efforts to obtain such consentthe Client Consents. The Seller shall keep Buyer reasonably informed in a timely manner of all material developments involving obtaining the Client Consents, and the Company shall, and shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts to obtain such consent. (b) The Company, Parent and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement with a Client to continue after the Closing shall be deemed given for all purposes under this Agreement (A) upon receipt of a written consent requested in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days Buyer shall have passed since the sending of written notice (“Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and informing such Client: (I) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after the sending of the Negative Consent Notice without termination; provided that if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing that such Client has not so consented or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revoked. (c) Parent shall be provided a reasonable opportunity to review and comment on all additional disclosure, notice or consent materials to be used provided by any Target Company, General Partner Entity or Sponsored Fund to any Person, investor, limited partner or other applicable representative in connection with the Transactions. The Seller shall, and shall cause the Management Company or any Subsidiary prior General Partner Entities, as applicable, to distribution. The Company shall promptly upon their receipt make available to Parent receipt, provide the Buyer with copies of any and all substantive material written correspondence (other than any informal inquiries or similar communications) between it such parties and Clients any limited partner or representatives investor in any Sponsored Fund, or any members of a governing body or the applicable representative counsel of such Clients any of the foregoing relating to the Transactions which may impact the obtaining of Client Consents, and shall otherwise keep the Buyer reasonably informed in a timely manner of any material developments involving the obtaining of Client Consents. The Seller and the Buyer agree that the consent solicitation provided of each such Sponsored Fund to the Transactions shall be deemed to have been obtained for all purposes under this Agreement if the consent of such Sponsored Fund has been or, solely with respect to the Qualified Investors Funds, has deemed to have been, obtained in this accordance with the applicable investor consent thresholds set forth in Section 8.054.13(a) of the Seller Disclosure Schedule. Seller, any Management Company, or any General Partner Entity shall not amend or revise any Advisory Contract or Fund Documentation or reduce or waive any fee or reimburse expenses payable under any Advisory Contract or Fund Documentation or offer or promise to any Sponsored Fund or any limited partner or other investor in any Sponsored Fund any reduced fee or other amendment in connection with obtaining any consent or otherwise in connection with the Transactions, or offer or make any payment or concession that would otherwise adversely affect the economic value of such Client relationship or materially modify any other term, in each case, without the prior written consent of the Buyer. If the Closing occurs but, notwithstanding its reasonable best efforts, Seller fails to obtain a Client Consent from a Sponsored Fund in accordance with the applicable investor consent threshold set forth in Section 4.13(a) of the Seller Disclosure Schedule (each, a “Non-Consenting Client”), it is understood and agreed that (i) Buyer shall not be required to purchase the portion of Seller’s Equity Interests corresponding to the General Partner Entity of any such Non-Consenting Client(s); (ii) the Buyer shall not have any obligation to manage or advise any Non-Consenting Client or its respective General Partner Entity (except as may be reasonably requested by the Seller pursuant to Section 4.10(e)); (iii) Exhibit B attached hereto shall automatically be deemed amended to remove each such General Partner Entity and Non-Consenting Client; and (iv) the Closing Purchase Price shall be adjusted accordingly. For the avoidance of doubt, the Seller shall retain the applicable General Partner Entities and their entitlements to Carried Interest and capital interest in respect of any Non-Consenting Client. (db) The Company agrees Seller and the Buyer agree that Section 4.13(a) of the information that Seller Disclosure Schedule sets forth the investors for which “negative” consent is contained in any Notice or Negative Consent Notice permitted under the relevant Advisory Contract for the purposes of obtaining a Person’s consent to the assignment of an advisory arrangement as a result of the Transactions pursuant to this Section 4.13 (Client Consents). The consent of such investors shall be furnished deemed to any have been obtained for all purposes under this Agreement to the Transactions if the Person receiving the written notice delivered pursuant to this Section 4.13 (Client Consents) has not objected to the Transactions within forty-five (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice45) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates days (or on their behalvessuch other period as specified in the applicable Advisory Contract) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respectsfollowing delivery of such notice. (ec) In connection with obtaining The Seller and the Client consents required by this Buyer agree that Section 8.05, at all times prior to the Closing, the Company shall keep Parent informed 4.13(c) of the status Seller Disclosure Schedule sets forth the Sponsored Funds in which the investment period (or similar period as defined under the applicable Fund Documentation) has been suspended and the date as of obtaining which such client and other consents and, upon Parent’s request, make available to Parent copies of all such executed client or other consentssuspension was effective. In addition, prior to entering into a new Investment Advisory Agreement with any Client, the Company The Seller shall, or and shall instruct cause the applicable Subsidiaries Target Companies and General Partner Entities to, inform each potential Client cooperate with the Buyer and its Affiliates and take or counterparty cause to such agreement be taken all actions reasonably necessary or advisable on their part (including, without limitation, seeking investor consent) to end any suspension of the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent and use its reasonable best efforts to include in the applicable contract a provision disclosing the transactions contemplated by this Agreement and the consent investment period of the potential Client or counterparty thereto (to the extent permitted by Applicable Law)such Sponsored Fund.

Client Consents. (a) If consent or With respect to each Client (other action than a BDC, which is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue after Closing, as promptly as practicable following the date of this Agreementaddressed in Section 6.17(e)), the Company shallCompanies shall use commercially reasonable efforts to obtain the applicable Client Consent. In furtherance of the foregoing, or the Companies shall cause send a written notice informing the appropriate Subsidiary to, send a notice (“Notice”) complying with Applicable Law and the terms consenting party of such Client’s Investment Advisory Agreement informing such Client Clients of the transactions contemplated by this Agreement and requesting the applicable Client Consent from such consent in writing and shall use its reasonable best efforts to obtain consenting party of such consent, and the Company shall, and shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts to obtain such consentClients. (b) The CompanyAcquiror shall reasonably cooperate in good faith with the Companies, Parent the Company Group Entities and Merger Subsidiary agree their Affiliates in connection with obtaining Client Consents and BDC Consents under this Section 6.17. Without limiting the generality of the foregoing, upon the request of the Companies, Acquiror shall use its commercially reasonable efforts in connection with the obtaining of Client Consents and BDC Consents under this Section 6.17, including, if reasonably requested by the Companies in writing, participating with the Companies in calls and meetings with any Client, its advisory committee or any investor therein. With respect to any Person that any consent required for any Investment Advisory Agreement with becomes a Client to continue after the Closing shall be deemed given for all purposes under date of this Agreement (A) upon receipt of a but prior to Closing, the Companies shall obtain the written consent requested in the Notice prior to the Closing Date or (B) if no of such written consent is receivedPerson, including such Client’s investors, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”) applicable, to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and informing such Client: (I) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after the sending of the Negative Consent Notice without termination; provided that if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing that such Client has not so consented or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revoked. (c) Parent shall be provided a reasonable opportunity to review and comment on all consent materials to be used by the Company or any Subsidiary prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel of such Clients relating to the consent solicitation provided for in this Section 8.05. (d) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05, at all times prior to the Closing, the Company shall keep Parent informed of the status of obtaining such client and other consents and, upon Parent’s request, make available to Parent copies of all such executed client or other consents. In addition, hereunder prior to entering into a new Investment Advisory Agreement Client Contract. The Companies shall, with respect to seeking Client Consents of the applicable real estate Company Funds, seek amendments to certain provisions set forth on Schedule 6.17(b) of the Fund Documentation of such Company Funds, and the Companies and their Affiliates shall take reasonable steps to keep Acquiror reasonably informed upon request of the status of the Companies and their Affiliates’ efforts to obtain the Client Consents and BDC Consents, including requests to receive copies of any material written communications with any ClientClient relating to obtaining Client Consent or BDC Consent (excluding any written communications previously reviewed by Acquiror, unless such communications were materially revised following such review). For the Company shallavoidance of doubt and without limiting the generality of the foregoing, or Acquiror shall instruct have the right and reasonable opportunity to review drafts of any consent solicitation materials in advance of dissemination of such materials to the applicable Subsidiaries torecipients thereof (including, inform each potential Client or counterparty with respect to the applicable real estate Company Funds, certain proposed amendments set forth on Schedule 6.17(b) to the Fund Documentation of such agreement of Company Funds, which amendments must be acceptable in form and substance to the Acquiror Parties acting reasonably and in good faith), including any materials that incorporate information regarding the transactions contemplated by this Agreement or Acquiror or its Affiliates, in each case, other than materials that are substantively similar to prior materials already provided to Acquiror. Acquiror shall have the right to provide comments on such materials, which the Companies shall reasonably consider in good faith. (c) None of Acquiror or its Affiliates shall take any action with the intent that the taking of such action would result in any of the Companies’ inability to obtain a manner reasonably acceptable to Parent Client Consent. (d) Except as otherwise expressly provided in this Section 6.17 (including, for the avoidance of doubt, Section 6.17(b)), the Companies shall solely control the process of obtaining Client Consents and use its reasonable best efforts to include BDC Consents in the applicable contract a provision disclosing connection with the transactions contemplated hereby; provided, that, without the prior written consent of Acquiror, neither the Company Group Entities nor any of their Affiliates shall offer or enter into any, or amend any existing, fee waiver, fee reduction, fee modification, expense waiver or similar arrangement with respect to a Client pursuant to a Client Contract or otherwise offer or make any payment or concession that would otherwise adversely affect the economic value of such Client relationship or materially modify any other term, in each case, for the purpose of obtaining such Client’s Client Consent or BDC Consent, except as consented to by this Agreement Acquiror in writing. Except as requested by the Companies in writing, no Acquiror Party nor any officer, director, employee or other agent or representative of any Acquiror Party shall (x) communicate with any Client, any officer, director, managing member or general partner of any Client, any advisory committee or similar body with respect to, or investor in, any Client, in each case for the purpose of soliciting Client Consents or BDC Consents or (y) propose any fee waiver, fee offset or other concessions to any Person listed in the foregoing clause (x) in connection with the solicitation of Client Consents or BDC Consents or seek to induce to any such Person to withhold a Client Consent a BDC Consent. The foregoing shall in no way be construed to prohibit communication between any Acquiror Party, their respective Affiliates’ or any officer, director, employee or other agent or representative of any Acquiror Party or their respective Affiliates from communicating with any investor in any Client who is also an investor in Acquiror’s or its Affiliates’ existing funds regarding the Transactions generally; provided, that, at the request of the Company Group Entities, the Acquiror shall provide the Company Group Entities with copies of any material written communications with any such investors relating the Transaction (excluding any written communications previously reviewed by the Company Group Entities). (e) The Companies shall use their commercially reasonable efforts to cause the trustees / directors of each BDC (including at least a majority of the trustees/ directors of the BDC who are not “interested persons”, as defined in Section 2(a)(19) of the Investment Company Act, of the BDC) to approve a new advisory agreement with the same Affiliate of Alabama OpCo that provides investment management or investment advisory services to such BDC as of the date hereof to take effect upon the Closing on terms not less favorable in any material respect in the aggregate to such Affiliate of Alabama OpCo (and no less favorable to such Affiliate of Alabama OpCo with respect to fee rates and any other economic terms) than the terms of the existing advisory agreement between such Affiliate of Alabama OpCo and the consent BDC; and to call a special meeting of the potential Client shareholders of each BDC for purposes of obtaining the BDC Consent. In connection therewith, the Companies and each of their Affiliates will use commercially reasonable efforts to (i) cause each BDC to prepare and file with the SEC proxy solicitation materials that comply in all material respects with the applicable provisions of Section 14 of the Securities Exchange Act and Section 20 of the Investment Company Act (which shall be subject to Acquiror’s rights to review and comment pursuant to Section 6.17(b)), (ii) mail such proxy solicitation materials and (iii) submit or counterparty thereto (cause to be submitted, to the shareholders of each BDC for a vote at a shareholder meeting the proposals described in the first sentence of this paragraph. Acquiror and the Companies agree to provide promptly in writing all information concerning themselves and their respective Affiliates required to be included in a BDC’s proxy statements under the Securities Exchange Act or other applicable Law. Acquiror and the Companies agree to promptly correct such information if and to the extent permitted that such information becomes false or misleading in any respect. (f) The Companies shall use commercially reasonable efforts to ensure that all disclosure, notice or consent materials to be provided by Applicable Lawor on behalf of any Company or a BDC to any investor in the BDC or to the board of trustees/directors of the BDC in connection with the Transactions, at the time such information is provided and at the time such information is used, will be true and correct and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (including without limitation to the extent revised information is necessary to correct any statement in any earlier communication that has become false or misleading); provided, however, that (i) the Company Group Entities assume no responsibility with respect to any information supplied by or on behalf of any Acquiror Party or their respective representatives for inclusion or incorporation by reference in the disclosure, notice or consent materials and (ii) the Acquiror Parties assume no responsibility with respect to any information supplied by or on behalf of the Company Group Entities or their respective representatives for inclusion or incorporation by reference in the disclosure, notice or consent materials.

Client Consents. (a) If consent The SGA Parties shall cause the SGA Companies to use commercially reasonable efforts to obtain each applicable Client Consent; provided, that none of the SGA Companies or any of the SGA Related Entities will amend or revise any Advisory Agreement or Fund Agreement or reduce or waive any fee payable under any Advisory Agreement or Fund Agreement or offer or promise to any Client or any limited partner or other action investor in any Fund any reduced fee or other amendment, in connection with obtaining such Client Consents or otherwise in connection with the Transactions, in each case without the prior written consent of the Purchaser. To the extent reasonably and specifically requested by the SGA Parties in connection with obtaining Client Consents, the Purchaser shall use good faith efforts to cooperate with and support the SGA Parties and the SGA Companies’ efforts to obtain such Client Consents in connection with such a request. (b) Without limitation of Section 5.06(a) above, except with respect to Registered Funds (which are addressed in Section 5.07 below) with respect to each Advisory Agreement for which the consent of a Client to the deemed assignment of such Advisory Agreement as a result of the Transactions is required by Applicable applicable Law or and/or by the Investment terms of such Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue after ClosingAgreement, (i) as promptly as practicable following the date of this Agreementhereof, the Company shall, or SGA shall cause the appropriate Subsidiary to, send a written notice (“Notice”) complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement informing such Client Clients of the transactions contemplated by this Agreement Transactions and requesting such consent in writing and shall use its reasonable best efforts to obtain such consent, and the Company shall, and shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts to obtain such consent. (b) The Company, Parent and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement with a Client to continue after the Closing shall be deemed given for all purposes under this Agreement (A) upon receipt of a written consent requested in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and informing such Client: (I) of to the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement (or providing for approval of such deemed assignment by way of “negative consent” to the extent permitted by applicable Law and by the terms of such Advisory Agreement; ) and (IIii) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after the sending of the Negative Consent Notice without termination; provided that if the parties reasonably determine that extent written consent is required under Applicable not received by a SGA Company from any such Client within thirty (30) days after delivery of the notice with respect thereto, SGA shall send a second notice to such Client again requesting written consent to the deemed assignment of such Client’s Advisory Agreement (or again providing for approval of such deemed assignment by way of “negative consent” to the extent permitted by applicable Law or and by the respective Investment terms of such Advisory Agreement, such consent ). The SGA Parties shall be deemed given only upon receipt of cause the written consent requested in the Notice prior Purchaser to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing that such Client has not so consented or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revoked. (c) Parent shall be provided a reasonable opportunity to review and comment on upon all disclosure, notice or consent materials to be used provided by any SGA Related Entity to any Client, limited partner or other investor in any Fund in connection with the Company Transactions and all such disclosure, notice or any Subsidiary prior consent materials shall be in form and substance reasonably satisfactory to distributionPurchaser. The SGA Company Parties shall cause the SGA Related Entities to promptly upon their receipt make available to Parent provide the Purchaser with copies of any and all substantive correspondence (other than any non-material correspondence, informal inquires or similar communications) between it such parties and Clients the Clients, limited partner or other investors in any Fund or members or representatives or counsel of such Clients any of the foregoing relating to the consent solicitation provided Transactions, and shall otherwise keep the Purchaser reasonably informed in a timely manner of any material developments involving the obtaining of Client Consents. For the avoidance of doubt, “assignment” for in purposes of this Section 8.05. (d5.06 shall have the same definition as such term under Section 202(a)(1) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05, at all times prior to the Closing, the Company shall keep Parent informed of the status of obtaining such client and other consents and, upon Parent’s request, make available to Parent copies of all such executed client or other consents. In addition, prior to entering into a new Investment Advisory Agreement with any Client, the Company shall, or shall instruct the applicable Subsidiaries to, inform each potential Client or counterparty to such agreement of the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent and use its reasonable best efforts to include in the applicable contract a provision disclosing the transactions contemplated by this Agreement and the consent of the potential Client or counterparty thereto (to the extent permitted by Applicable Law)Advisers Act.

Client Consents. (a) If consent or other action is required by Applicable Law or by No later than fifteen (15) days after the date hereof, Parent and the Company shall agree to a form of notice that the Company shall cause the Company Investment Advisory Agreement of any Client for Advisor Subsidiary to send, substantially in the Investment Advisory Agreement with such Client form thereof, to continue after Closingeach Client, in each case, as promptly soon as reasonably practicable following after the date of this Agreement, . Parent and the Company shall, agree that the consent by a Client to the assignment or shall cause the appropriate Subsidiary to, send a notice (“Notice”) complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement informing such Client of deemed assignment resulting from the transactions contemplated by hereby shall be deemed given for any and all purposes under this Agreement and requesting such consent in writing and shall use its reasonable best efforts to obtain such consent, the transactions contemplated hereby and the relevant Investment Advisory Contract, as a result of the applicable notice described in the preceding sentence so long as (i) negative consent is not expressly prohibited by the Investment Advisory Contract (for purposes of this Agreement, it is assumed that, unless an agreement expressly requires written consent to an “assignment” as defined under the Advisers Act or a change in control, then such “negative consent” or “silence” is permissible hereunder and thereunder) and (ii) sixty (60) days elapse from the date the notice is sent to such Client at an address such Client has advised notices in respect of its account may be directed, during which period such Client continues to have its account managed by the Company shallInvestment Advisor Subsidiary and does not notify the Company Investment Advisor Subsidiary that it is withholding its consent (but then only to the extent that such Client has a contractual or statutory right to withhold its consent) and such Client shall not have otherwise provided a notice of termination of the relevant Investment Advisory Contract that provides for the termination to be effective as of the Closing Date or as of the business day immediately prior to the Closing Date, but contingent upon the Closing. Parent agrees that the consent process set forth in this Section 7.18(a) shall be the only consent required from any counterparty to an Investment Advisory Contract in connection with this Agreement and shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts to obtain such consentthe transactions contemplated hereby for any and all purposes under this Agreement and the transactions contemplated hereby (including the adequacy thereof). (b) The Company, Parent and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement with a Client to continue after the Closing shall be deemed given for all purposes under this Agreement (A) upon receipt of a written consent requested in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and informing such Client: (I) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after the sending of the Negative Consent Notice without termination; provided that if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing that such Client has not so consented or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revoked. (c) Parent shall be provided a reasonable opportunity to review and comment on all consent materials to be As used by the Company or any Subsidiary prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel of such Clients relating to the consent solicitation provided for in this Section 8.05. (d) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05, at all times prior to the Closing, the Company shall keep Parent informed of the status of obtaining such client and other consents and, upon Parent’s request, make available to Parent copies of all such executed client or other consents. In addition, prior to entering into a new Investment Advisory Agreement with any Client, the Company shall, or shall instruct the applicable Subsidiaries to, inform each potential Client or counterparty to such agreement of the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent and use its reasonable best efforts to include in the applicable contract a provision disclosing the transactions contemplated by this Agreement and the consent of the potential Client or counterparty thereto (to the extent permitted by Applicable Law).herein:

Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue after Closing, As soon as promptly as reasonably practicable following the date of this Agreementhereof, the Company shall, GFS IA shall send (or shall cause the appropriate Subsidiary to, send to be sent) a notice in form and substance acceptable to Purchaser (the “Notice”) complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement to any Client to whom GFS IA provides investment management or investment advisory services, (i) informing such each Client of the transactions contemplated in this Agreement, (ii) requesting the consent or approval of the assignment or deemed assignment of each Client’s investment advisory agreement(s) (if Client’s consent to such assignment or deemed assignment is required by the Advisers Act or is required under the respective advisory agreement for such assignment) or deemed assignment resulting from the transactions contemplated in this Agreement Agreement, (iii) affirming GFS IA’s intention to continue advisory services pursuant to the existing advisory agreement following the Closing, and requesting (iv) stating that the consent of the Client will be deemed to have been granted if the Client continues to accept such advisory services for at least 45 days after such Notice without termination, provided that such Client shall not have affirmatively stated to GFS IA that it does not consent, or terminates, its respective advisory agreement, prior to the Closing. Purchaser shall be provided a reasonable opportunity to review all such consent in writing and shall use its reasonable best efforts materials to obtain such consent, and the Company shall, and shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts be used by GFS IA prior to obtain such consentdistribution. (b) The Company, Parent and Merger Subsidiary agree Purchaser agrees that any consent required for any Investment Advisory to assignment or deemed assignment of each investment advisory agreement resulting from the transactions contemplated in this Agreement with a (“Client to continue after the Closing Consents”) shall be deemed given for all purposes under this Agreement (i) if no consent is required under the Advisers Act or the respective advisory agreement, or (ii) if such consent is required by the Advisers Act and/or under the respective advisory agreement, (A) upon receipt of a if the written consent or approval requested in the any Notice prior to the Closing Date or is received, or, (B) if no such written consent or approval requested in any Notice is not received, if 45 days (x) the Client shall not have passed since the sending of written notice (“Negative Consent Notice”) affirmatively stated that it does not consent to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and informing such Client: (I) of the intention to complete the transactions contemplated by this Agreement, which will result in a assignment or deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention intends to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; advisory agreement, and (IIIy) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after have elapsed since the sending mailing of the Negative Consent Notice without termination; provided that if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, to such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior party pursuant to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing that such Client has not so consented or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revokedSection 8.7(a). (c) Parent shall be provided a reasonable opportunity to review and comment on all consent materials to be used by the Company or any Subsidiary prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel of such Clients relating Notwithstanding anything to the consent solicitation provided for contrary contained herein, the covenants of the Parties contained in this Section 8.05. (d) The Company agrees that 8.7 are intended only for the information that is contained in any Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05, at all times prior to the Closing, the Company shall keep Parent informed benefit of the status of obtaining such client Parties and for no other consents and, upon Parent’s request, make available to Parent copies of all such executed client or other consents. In addition, prior to entering into a new Investment Advisory Agreement with any Client, the Company shall, or shall instruct the applicable Subsidiaries to, inform each potential Client or counterparty to such agreement of the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent and use its reasonable best efforts to include in the applicable contract a provision disclosing the transactions contemplated by this Agreement and the consent of the potential Client or counterparty thereto (to the extent permitted by Applicable Law)person.

Client Consents. (a) If consent or other action is required by Applicable Law or by Notwithstanding anything to the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue after Closingcontrary in Section 5.5, as promptly soon as reasonably practicable following the date of this Agreementhereof, the Company shallagrees to use its commercially reasonable efforts to obtain all consents and approvals to the continuation of each Investment Advisor Contract and/or, or shall cause the appropriate Subsidiary if necessary in accordance with applicable Law, to enter into new Investment Advisor Contracts, with respect to all Clients, in each case in accordance with, and subject to, send a notice (“Notice”) complying with Applicable Law and the terms of this Section 5.6; provided, however, that in no event shall the Company or any of its Subsidiaries be required to, prior to the Effective Time, pay any fee, penalty or other consideration to any third party for any such consent or approval; provided, further, the Company and its Subsidiaries shall agree to pay any such fee, penalty or other consideration to the extent reasonably directed by the Parent so long as any such fee, penalty or other consideration is not due unless the Closing occurs or the Parent advances or reimburses (promptly upon the request of the Company) the Company and its Subsidiaries for the full amount of any such fee, penalty or other consideration and the Parent shall indemnify and hold harmless the Company, its Subsidiaries and its and their Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the payment of any such fee, penalty or other consideration. To the extent consistent with applicable Law or SEC pronouncements or unless affirmative consent is required by the applicable Investment Advisor Contract, consent to or approval of the continuance of an Investment Advisor Contract may take the form of a so-called implied or negative consent; provided, that in seeking any such Client consent through implied or negative consent, the applicable RIA shall provide, no less than 30 days prior to the Closing Date (or any longer period required by applicable Law or SEC pronouncements), written notice to the Client that the applicable RIA will continue to provide investment advise to the Client, pursuant to the Client’s existing Investment Advisory Agreement informing such Client of Advisor Contract, after the transactions contemplated by this Agreement and requesting such consent in writing and shall use its reasonable best efforts to obtain such consent, and the Company shall, and shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts to obtain such consentClosing. (b) The Company, Parent and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement Sub shall, and shall cause their Subsidiaries and Control Affiliates to, cooperate with a the Company and furnish to the Company such reasonably necessary information and reasonable assistance as the Company may reasonably request in connection with seeking all Client consents pursuant to continue after the Closing shall be deemed given for all purposes this Agreement. (c) In connection with obtaining Client consents under this Agreement Section 5.6, the Company shall deliver (Aor cause to be delivered) upon receipt drafts of all consent materials prepared by the Company or its Subsidiaries to the Parent a written consent requested in the Notice reasonable time prior to the Closing Date mailing or distribution of such documents to any Client in order to afford the Parent an opportunity to review and comment on such documents. The forms of all such consent materials shall be subject to the approval of the Parent (Bnot to be unreasonably withheld, conditioned or delayed). (d) if no such written consent is receivedNotwithstanding anything herein to the contrary, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting Closing, without the prior written consent as aforesaid and informing such Client: (I) of the intention to complete Company, other than for communications made by the Parent, its Subsidiaries or its Control Affiliates in connection with their ordinary course of business or investor relations activities and explicitly permitted by Section 5.7, neither the Parent nor Merger Sub nor any of their respective Subsidiaries or Control Affiliates shall, directly or indirectly, knowingly contact or communicate with any Client specifically regarding the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after the sending of the Negative Consent Notice without termination; provided that if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing that such Client has not so consented or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revoked. (c) Parent shall be provided a reasonable opportunity to review and comment on all consent materials to be used by the Company or any Subsidiary prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel of such Clients relating to the consent solicitation provided for in this Section 8.05. (d) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05, at all times prior to the Closing, the Company shall keep Parent informed of the status of obtaining such client and other consents and, upon Parent’s request, make available to Parent copies of all such executed client or other consents. In addition, prior to entering into a new Investment Advisory Agreement with any Client, the Company shall, or shall instruct the applicable Subsidiaries to, inform each potential Client or counterparty to such agreement of the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent and use its reasonable best efforts to include in the applicable contract a provision disclosing the transactions contemplated by this Agreement and the consent of the potential Client or counterparty thereto (to the extent permitted by Applicable Law).

Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue after Closing, as promptly as practicable following the date of this Agreement, the Company shall, or shall cause the appropriate Subsidiary to, send a notice (“Notice”) complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement informing such Client of the transactions contemplated by this Agreement and requesting such consent in writing and shall use its reasonable best efforts to obtain such consent, and the The Company shall, and shall cause its Subsidiaries to, thereafter use their respective its reasonable best efforts to obtain such consent.obtain, as promptly as reasonably practicable following the date of this Agreement, the Client Consents pursuant to the procedures set forth on Exhibit C. (b) The Company, Parent and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement with a Client to continue after the Closing shall be deemed given for all purposes under this Agreement (A) upon receipt of a written consent requested in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and informing such Client: (I) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after the sending of the Negative Consent Notice without termination; provided that if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing that such Client has not so consented or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revoked. (c) Parent shall be provided a reasonable opportunity to review and comment on all consent materials to be used by the Company or any Subsidiary prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel of such Clients relating to the consent solicitation provided for in this Section 8.05. (d) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05Consents, at all times prior to the ClosingEffective Time, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such client and other consents Client Consents (including the receipt of written notice from any investor in any Client that such investor is not providing its consent to the consummation of the transactions contemplated by this Agreement) and, upon Parent’s reasonable request, make available to Parent copies of any executed Client Consents and any related materials. Without limiting the foregoing, Parent shall have the right to review, and comment on, in advance of distribution any documentation to be distributed by any Acquired Company to any Client (or investors therein) pursuant to which the Company is requesting a Client Consent or otherwise in connection with the Transactions (in each case, other than materials that are substantially similar to materials already provided to Parent) and the Company shall consider all such executed client or other consents. In addition, comments of Parent in good faith prior to entering into a distribution (and the Company agrees that the documentation to be delivered to the Clients set forth on Section 6.12(b) of the Company Disclosure Letter (or any investors therein) shall address the matters described in Section 6.12(b) of the Company Disclosure Letter). From the date hereof until the Closing, the Company shall provide written notice to Parent as promptly as possible (and in any event no later than the third (3rd) Business Day following the receipt by the Company or any of its Subsidiaries of such notification) of any notification to the Company or any of its Subsidiaries (x) that any Client has determined not to provide any Client Consent or (y) of any new request for redemption or withdrawal in respect of any Mandate or any other termination of an Investment Advisory Agreement with Arrangement. (c) Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), no Acquired Company shall (i) amend any Mandate, Investment Advisory Arrangement or Fund Documentation in a manner that would, in each such case, adversely affect the economic value of such Client relationship or otherwise materially modify any term, (ii) reduce or offer or promise to reduce any fee payable by any Client, investor or Mandate thereof or cap, reduce, waive, reimburse or otherwise modify the fees payable by (or in respect of) any Client, investor or Mandate thereof or (iii) make any payment to, or grant any other economic concession (including any obligation of the Company, any Subsidiary of the Company or Parent or any of their respective affiliates to make any payment or assume or incur any other obligation or liability) to, any Client or investor, in each case of the foregoing clauses (i) – (iii), to the extent such action would have a non-de minimis and adverse effect on the economic value of such Client or investor relationship during the period following the Closing. (d) For any New Mandate, the Company shall, or and shall instruct the applicable cause each of its Subsidiaries to, inform each potential Client or counterparty to such agreement of the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent and use its reasonable best efforts to include in ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of the applicable contract a provision disclosing consummation of the transactions contemplated by this Agreement Transactions and shall use reasonable best efforts to obtain the written consent of the potential applicable Client or counterparty thereto (to the extent permitted Transactions, including the assignment of such New Mandate as a result of the consummation of the Transactions. (e) Parent shall cooperate and use reasonable best efforts to assist the Company in all reasonable respects in connection with the seeking of the Client Consents (including by Applicable Lawpromptly providing any information reasonably requested by the Company in connection with the foregoing with respect to Parent or its Affiliates). Except as consented to by the Company in writing (which shall not be unreasonably withheld, conditioned or delayed), and except for any contact or communication initiated by any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client, Parent shall not, and Parent shall cause its officers, directors, employees and other agents and representatives not to, (x) communicate with any Client (or investors therein), any officer, director, managing member or general partner of any Client (or investors therein) or any advisory committee or similar body with respect to any Client in connection with the Transactions, including for the purpose of soliciting Client Consents or (y) propose any fee waiver, fee offset or other concessions to any Person listed in the foregoing clause (x) in connection with the solicitation of Client Consents. For the avoidance of doubt, nothing contained herein shall restrict any contact or communication by Parent or any of its Affiliates or any officer, director, employee or other agent or representative of any of them in the ordinary course of business and not in connection with the Transactions. Each of Parent and the Company shall not, and the Company and Parent shall cause their respective officers, directors, employees and other agents and representatives not to, request any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client to withhold, withdraw or revoke a Client Consent.

Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue after Closing, as promptly as practicable following the date of this Agreement, the Company shall, or shall cause the appropriate Subsidiary to, send a notice (“Consent Notice”) complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement informing such Client of the transactions contemplated by this Agreement and requesting such consent in writing and shall use its reasonable best efforts to obtain such consent, and and, from the Company date hereof to the Closing Date, Seller shall, and shall cause its Subsidiaries the Company and the other Transferred Entities to, thereafter use their respective reasonable best efforts to obtain such consent; provided that Seller’s, the Company’s and the other Transferred Entities’ obligations under this ‎Section 7.08(a) shall be deemed satisfied with respect to any Client if such Client’s consent is deemed to be given pursuant to ‎Section 7.08‎(b). (b) The Company, Parent Buyer and Merger Subsidiary Seller agree that any consent required for any Investment Advisory Agreement with a Client to continue after the Closing shall be deemed given for all purposes under this Agreement (Ai) upon receipt of a written consent requested in the Consent Notice prior to the Closing Date or (Bii) if no such written consent is received, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the Consent Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day periodClient) requesting written consent as aforesaid and informing such Client: (IA) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (IIB) of the Company’s (or the applicable Subsidiary’sTransferred Entities’) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (IIIC) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after the sending of the Negative Consent Notice without termination; provided that if the parties mutually reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Consent Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary other Transferred Entity in writing that such Client has not so consented or has terminated, or given notice of termination of its Investment Advisory Agreement, and in each case such notice has not been revoked. (c) Parent Buyer shall be provided a reasonable opportunity to review and comment on all consent materials to be used by the Company or any Subsidiary Seller prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel of such Clients relating to the consent solicitation provided for in this Section 8.05. (d) The Company Seller agrees that the information that is contained in any Consent Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent Buyer or its Affiliates specifically for inclusion in such Consent Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent Buyer agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Consent Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05‎Section 7.08, at all times prior to the Closing, the Company Seller shall keep Parent Buyer informed of the status of obtaining such client Client and other consents and, upon ParentBuyer’s request, make available to Parent Buyer copies of all such executed client Client or other consents. In addition, prior to entering into a new Investment Advisory Agreement with any Client, the Company Seller shall, or shall instruct the applicable Subsidiaries Transferred Entity to, inform each potential Client or counterparty to such agreement of the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent Buyer and use its reasonable best efforts to include in the applicable contract a provision disclosing the transactions contemplated by this Agreement and the consent of the potential Client or counterparty thereto (to the extent permitted by Applicable Law).

Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to continue after Closingobtain, as promptly as reasonably practicable following after the date of this Agreement, the Company shall, or shall cause consent of each IA Client for which consent to the appropriate Subsidiary to, send a notice (“Notice”) complying with Applicable Law and the terms deemed assignment of such IA Client’s Investment Advisory Agreement informing is required by applicable Law or by such Client IA Client’s Investment Advisory Agreement as a result of the transactions contemplated by this Agreement. In furtherance thereof, if such IA Client’s Investment Advisory Agreement and requesting does not expressly require the written consent of the IA Client to the deemed assignment of such consent in writing and shall use its reasonable best efforts to obtain such consentInvestment Advisory Agreement, and the Company shall, and shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts as applicable, send to obtain such consent. (b) The CompanyIA Client as promptly as practicable, Parent and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement with a Client to continue but in no event later than 15 Business Days after the Closing shall be deemed given for all purposes under date of this Agreement (A) upon receipt of Agreement, a written consent requested in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days shall have passed since the sending of written notice (the “Negative Consent Notice”) ), which shall be in form and substance reasonably satisfactory to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and Parent, informing such IA Client: (Ii) of the transactions contemplated by this Agreement; (ii) of the intention to complete the transactions contemplated by this Agreement, which will result in a an assignment or deemed assignment of such Client’s Investment Advisory Agreement; (IIiii) of the Company’s (intention of Parent or the applicable Subsidiary’s) intention its Affiliates to continue to provide the advisory applicable services pursuant to the existing Investment Advisory Agreement with such IA Client after the Closing if such IA Client does not terminate such agreement prior to the Closing; and (IIIiv) that the consent of such IA Client will be deemed to have been granted if such IA Client continues to accept such advisory services for a period of at least does not terminate its Investment Advisory Agreement within 45 days after the sending of the Negative Consent Notice without termination; provided that Notice. At the end of such 45 day period, if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing that such IA Client has not so consented or has terminated, or given notice of termination of terminated its Investment Advisory Agreement, and except as provided in each case the proviso in the definition of “Consenting Client,” such notice has not been revoked. (c) Parent IA Client shall be provided deemed a reasonable opportunity to review and comment on Consenting Client for all consent materials to be used by purposes under this Agreement. If the Company or any Subsidiary prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel of such Clients relating to the consent solicitation provided for in this Section 8.05. (d) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05, at all times prior to the Closing, the Company shall keep Parent informed of the status of obtaining such client and other consents and, upon Parent’s request, make available to Parent copies of all such executed client or other consents. In addition, prior to entering into a new applicable Investment Advisory Agreement with any expressly requires the written consent of the IA Client to the assignment or deemed assignment of such IA Client’s Investment Advisory Agreement, then the Company shall, or and shall instruct the applicable cause its Subsidiaries to, inform each potential Client or counterparty as applicable, as promptly as reasonably practicable, but in no event later than 15 Business Days, after the date of this Agreement, and in lieu of the Negative Consent Notice, send a written notice to such agreement IA Client, which shall be in form and substance reasonably satisfactory to Parent, informing such IA Client of the transactions contemplated by this Agreement in a manner reasonably acceptable and requesting written consent to Parent the deemed assignment of such IA Client’s Investment Advisory Agreement, and use once such IA Client has provided its reasonable best efforts written consent to include the assignment or deemed assignment of such IA Client’s Investment Advisory Agreement, except as provided in the applicable contract proviso in the definition of “Consenting Client,” such IA Client shall be deemed a provision disclosing the transactions contemplated by Consenting Client for all purposes under this Agreement and the consent of the potential Client or counterparty thereto (to the extent permitted by Applicable Law)Agreement.

Client Consents. The parties hereto recognize that the consummation of the Transaction shall constitute an assignment of the Advisory Contracts under the Advisers Act. (a) If consent or other action is required by Applicable Law or by With respect to each Client, the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue after ClosingAcquired Companies shall, as promptly as reasonably practicable following the date of this Agreement, Effective Date (and in no event more than 15 Business Days following the Company shall, or shall cause the appropriate Subsidiary to, Effective Date) send a notice (each, a “Notice”) complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement informing such Client of the transactions contemplated by this Agreement and requesting such consent in writing and shall use its reasonable best efforts to obtain such consent, and the Company shall, and shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts to obtain such consent. (b) The Company, Parent and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement with a Client to continue after the Closing shall be deemed given for all purposes under this Agreement (A) upon receipt of a written consent requested in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”), in the form of Exhibit M attached hereto, informing each Client (including, with respect to each Private Fund, each Investor therein) of the Transaction and requesting the affirmative written consent of such Client and, as applicable, the Investors therein, to such “assignment” (as defined in the Investment Advisers Act); provided that, in the case of any such Client (which Negative that is not a Private Fund or other collective investment vehicle) whose Advisory Contract expressly requires consent, but does not expressly require the affirmative written consent of such Client to any such assignment, the Acquired Companies may state in such Client Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and informing such Client: (I) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will shall be deemed to have been granted granted, including for purposes of the Investment Advisers Act, if such Client continues to accept such advisory services does not respond for a period of at least 45 days 30 days, or if longer, the period contemplated by the Advisory Contract, after the sending receipt by such Client of the Negative Client Consent Notice without termination; provided that if termination of its investment advisory relationship with the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent Acquired Companies (a “Negative Consent”). (b) Each Client shall be deemed to have been given provided its Consent to the “assignment” of its Advisory Contract pursuant to Section 6.12(a) if such Client has returned a countersigned Client Consent Notice (which Client Consent Notice may allow for any purpose under this Agreement if at any time such Client to execute such Client Consent Notice with an electronic signature through DocuSign) prior to fifth Business Day prior to the Closing such Client notifies Date indicating that it consents to the Company or the applicable Subsidiary in writing that such Client has not so consented or has terminated, or given notice of termination “assignment” of its Investment Advisory AgreementContract, and or, with respect to any eligible Client, Negative Consent has been obtained, and, in each case case, so long as such notice Consent has not been revokedrevoked prior to, and is in effect immediately after giving effect to, the Closing. Each Advisory Contract shall remain in form and substance identical to such Advisory Contract with respect to such Client on the Effective Date, with any changes thereto: (i) that the Company, the Sellers’ Representative and the Buyer mutually deem advisable and agree to in writing; and (ii) to which the Company and the applicable Client mutually agree to in writing. (c) Parent Notwithstanding the foregoing or any contrary provision contained in this Agreement, the parties hereto acknowledge and agree that, with respect to each Client that is a Private Fund, and without in any manner limiting any higher threshold and/or other requirements that may be set forth in the Organizational Documents of such Private Fund (which shall, in each instance, be required to be obtained), the affirmative written consents of: (i) the General Partner of such Private Fund; and (ii) at least a majority in interest of the Investors in such Private Fund to: (A) the “assignment” of the Advisory Contract between such Private Fund and the Company; and (B) the change of control resulting from the Transaction, shall be provided a reasonable opportunity to review and comment on all consent materials required to be used obtained by the Company or any Subsidiary prior (and shall be required to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel of such Clients relating remain effective immediately after giving to the consent solicitation provided Closing) for in this Section 8.05such Private Fund to be a Consenting Client. (d) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (e) In connection with obtaining the Client consents required by this Section 8.05, at all times prior to the ClosingConsents from Clients, the Company shall keep Parent the Buyer informed of the status of obtaining such client Consents (including any conditions requested by Clients and other consents and, upon Parent’s request, make available to Parent providing copies of all such executed client Consents and any written evidence of Persons declining to consent or withdrawing any such Consent), and provide the Buyer in advance of distribution with any notices or other consentsmaterials to be distributed by the Acquired Companies to any Client that reference the Buyer or any of its Affiliates for the Buyer’s prior review and written consent (which consent shall not be unreasonably withheld, conditioned, or delayed) and shall promptly provide the Buyer with a copy of any other materials sent to Clients in connection with obtaining Consents (or a form thereof for substantially identical materials sent to multiple Clients). In additionfurtherance of, prior to entering into a new Investment Advisory Agreement with any Clientand without limiting, the Company shallforegoing, the Acquired Companies shall promptly consult with the Buyer regarding any material complaints or material negative feedback received from any Client regarding the Transaction or the Consent. (e) The Acquired Companies shall instruct require each Person that becomes a Client (or, with respect to any Private Fund, each Person who becomes an Investor) after the applicable Subsidiaries to, inform each potential Client or counterparty Effective Date to such agreement of affirmatively consent in writing to the transactions “assignment” and change in control contemplated by this Agreement consistent with the language set forth in the Client Consent Notice or otherwise in a manner form and substance reasonably acceptable to Parent and use its reasonable best efforts to include in the applicable contract a provision disclosing the transactions contemplated by this Agreement and the consent of the potential Client or counterparty thereto (satisfactory to the extent permitted by Applicable Law)Buyer. (f) Notwithstanding any contrary provision contained in this Agreement, in connection with obtaining the consents from the Clients, the Acquired Companies shall not agree to any economic concessions (including any fee reduction or waiver, reimbursement obligation, expense cap, or similar offset or arrangement) or other material changes to an Advisory Contract without the Buyer’s prior written consent.

Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue after Closing, as promptly as practicable following the date of this Agreement, the Company shall, or shall cause the appropriate Subsidiary to, send a notice (“Notice”) complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement informing such Client of the transactions contemplated by this Agreement and requesting such consent in writing and shall use its reasonable best efforts to obtain such consent, and the Company Truist shall, and shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts to obtain obtain, as promptly as reasonably practicable after the date of this Agreement, the consent of each Client for which consent to the deemed assignment of such consent. (b) The Company, Parent and Merger Subsidiary agree that any consent required for any Client’s Investment Advisory Agreement with is required by Applicable Law or by such Client’s Investment Advisory Agreement as a result of the transactions contemplated by this Agreement. In furtherance thereof, if such Client’s Investment Advisory Agreement does not expressly require the written consent of the Client to continue the deemed assignment of such Investment Advisory Agreement, Truist shall, and shall cause its Subsidiaries to, as applicable, send to such Client as promptly as practicable, but in no event later than 15 Business Days after the Closing shall be deemed given for all purposes under date of this Agreement (A) upon receipt of Agreement, a written consent requested in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days shall have passed since the sending of written notice (the “Negative Consent Notice”) to such Client (), which Negative Consent Notice may shall be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior form and substance reasonably satisfactory to the expiration of such 45 day period) requesting written consent as aforesaid and Buyer Entities, informing such Client: (Ii) of the transactions contemplated by this Agreement; (ii) of the intention to complete the transactions contemplated by this Agreement, which will result in a an assignment or deemed assignment of such Client’s Investment Advisory Agreement; (IIiii) of the Company’s (or intention of the applicable Subsidiary’s) intention Company Entity to continue to provide the advisory applicable services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (IIIiv) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least does not terminate its Investment Advisory Agreement within 45 days after the sending of the Negative Consent Notice without termination; provided that Notice. At the end of such 45-day period, if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client notifies the Company or the applicable Subsidiary in writing that such Client has not so consented or has terminated, or given notice of termination of terminated its Investment Advisory Agreement, and except as provided in each case the proviso in the definition of “Consenting Client,” such Client shall be deemed a Consenting Client for all purposes under this Agreement. If the applicable Investment Advisory Agreement expressly requires the written consent of the Client to the assignment or deemed assignment of such Client’s Investment Advisory Agreement, then Truist shall, and shall cause its Subsidiaries to, as applicable, as promptly as reasonably practicable, but in no event later than 15 Business Days, after the date of this Agreement, and in lieu of the Negative Consent Notice, send a written notice to such Client, which shall be in form and substance reasonably satisfactory to the Buyer Entities, informing such Client of the transactions contemplated by this Agreement and requesting written consent to the deemed assignment of such Client’s Investment Advisory Agreement, and once such Client has not been revokedprovided its written consent to the assignment or deemed assignment of such Client’s Investment Advisory Agreement, except as provided in the proviso in the definition of “Consenting Client,” such Client shall be deemed a Consenting Client for all purposes under this Agreement. (c) Parent shall be provided a reasonable opportunity to review and comment on all consent materials to be used by the Company or any Subsidiary prior to distribution. The Company shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between it and Clients or representatives or counsel of such Clients relating to the consent solicitation provided for in this Section 8.05. (d) The Company agrees that the information that is contained in any Notice or Negative Consent Notice to be furnished to any Client (other than information that is or will be provided in writing by or on behalf of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respects. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects. (eb) In connection with obtaining the Client consents and other actions required by this Section 8.05‎‎Section 5.10, at all times prior to the Closing, Truist and the Company Buyer Entities shall provide all commercially reasonable cooperation to the other, and Truist shall keep Parent the Buyer Entities promptly informed of the status of obtaining such client consents and other consents andshall, upon Parent’s the Buyer Entities’ reasonable request, make available to Parent the Buyer Entities copies of all such executed client consents, related materials and other records relating to the consent process. Without limiting the foregoing, in connection with obtaining the consents required under this ‎‎Section 5.10, the Buyer Entities shall have the right to review in advance of distribution any notices or other consentsmaterials to be distributed by Truist or any of its Representatives to Clients and Truist shall consider in good faith any reasonable comments provided by the Buyer Entities. In additionFrom the date hereof until the Closing, prior Truist and the Buyer Entities shall communicate on a regular basis to entering into a new Investment Advisory Agreement with any Clientstay apprised of such efforts to satisfy the requirements required to obtain the requisite Client Consent under this ‎‎Section 5.10, and, upon reasonable request, Truist shall make available to the Buyer Entities (and, after the Closing, the Company shallBuyer Entities and the Acquired Companies shall make available to Truist) copies of all executed Client Consents and other documents evidencing satisfaction of the foregoing. (c) Notwithstanding anything herein to the contrary, none of Truist, the Buyer Entities or any of their respective Affiliates shall have any obligation under this Agreement to pay any money or other consideration beyond a de minimis review charge to any Person, or to initiate any claim or proceeding against any Person, in order to obtain any Client Consent. (d) Buyer Entity 1 and Truist shall instruct the applicable Subsidiaries to, inform each potential Client or counterparty to such agreement bear 50% of the transactions contemplated by costs, fees and expenses incurred in connection with each Client Consent or approval sought pursuant to this Agreement in a manner reasonably acceptable to Parent ‎‎‎Section 5.10, including fees and use its reasonable best efforts to include in the applicable contract a provision disclosing the transactions contemplated by this Agreement and the consent expenses of the potential Client or counterparty thereto (third-party solicitation agents, expenses related to the extent permitted by Applicable Law)preparation of any documents, instruments or materials related to seeking or obtaining such consents or approvals, and fees and expenses in connection with the filing, printing and mailing of notices, and other communications in connection therewith.

Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement In furtherance and not in limitation of any Client for the Investment Advisory Agreement with such Client to continue after ClosingSections 5.5 and 5.7, as promptly as practicable but not later than ten (10) Business Days following the date of this Agreement, Seller and Buyer shall consult with one another and determine the Company appropriate Consent required to be obtained in connection with the consummation of the Transactions pursuant to applicable Law, the Organizational Documents of the applicable Fund and the terms of the applicable Investment Advisory Contract with any Client. (b) As promptly as practicable, but in no event later than ten (10) Business Days following the completion of the determination contemplated by Section 5.8(a), Seller shall, or and to the extent applicable shall cause the appropriate Subsidiary Seller Entities to, send a written notice (“Notice”which shall be reasonably satisfactory in form and substance to Buyer) and take such other actions complying with Applicable Law and with, or as may be reasonably necessary under, applicable Law, the Organizational Documents of the applicable Fund or the terms of such Client’s the applicable Investment Advisory Agreement Contract informing such Client of the transactions contemplated by this Agreement and Transactions and, to the extent applicable in accordance with the determination made pursuant to Section 5.8(a), requesting such Client, investors in such Fund, its board or other governing body or advisory committee and/or any other Persons whose Consent has been determined to be necessary pursuant to Section 5.8(a) to consent in writing or pursuant to other appropriate means and shall use take other required action so as to approve the assignment of its reasonable best efforts to obtain such consentInvestment Advisory Contract, the substitution of an Affiliate of Buyer as investment manager, managing member and/or general partner of the Client or Fund, and continuation of its Investment Advisory Contract after the Company shallClosing, as applicable, and shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts such other matters as may be required so that Buyer may continue to obtain provide Investment Management Services and otherwise continue the business relationship with such consentClient on the same basis in all material respects as currently in effect. (bc) The Company, Parent and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement with a Client to continue after the Closing shall be deemed given for all purposes under this Agreement (A) upon receipt of a written consent requested in the Notice prior Notwithstanding anything to the Closing Date or (B) if no such written consent is receivedcontrary contained herein, if 45 days shall have passed since the sending of written notice (“Negative requisite Consent Notice”) to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and informing such Client: (I) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (IISection 5.8(a) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will shall be deemed to have been granted validly obtained or given for purposes of this Agreement (such requisite Consent, the “Requisite Consent”) only if such Client continues obtained pursuant to accept such advisory services for a period of at least 45 days after and in accordance with applicable Law, the sending Organizational Documents of the Negative Consent Notice without terminationapplicable Fund and the terms of the applicable Investment Advisory Contract with any Client and only if it is in full force and effect at the Closing; provided that if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, no such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any case, no consent Consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such the Client notifies the Company in question or the other Person, as applicable Subsidiary indicates, in writing writing, that such Client it has not so consented or has terminatedterminated or intends to withdraw its Consent or terminate, in whole or given notice of termination of in part, its Investment Advisory Agreement, and in each case such notice has not been revokedContract or otherwise withdraw or redeem all of its assets under management. (cd) Parent Buyer shall be provided a reasonable opportunity to review and comment on upon all consent materials to be used by the Company or any Subsidiary Seller Entities prior to distribution. The Company Seller shall promptly upon their receipt make available to Parent Buyer copies of any and all substantive correspondence between it and the Clients or representatives or counsel of such the Clients relating to the consent solicitation provided for in this Section 8.05. (d) The Company agrees that the information that is contained in 5.8. No Seller entity shall amend or revise any Notice Investment Advisory Contract to reduce or Negative Consent Notice to be furnished waive any fee or reimburse any expenses payable under such Investment Advisory Contract or offer or promise to any Client (other than information that is or will be provided any reduced fee in writing by or on behalf connection with obtaining the required consent under this Section 5.8 without the prior written consent of Parent or its Affiliates specifically for inclusion in such Notice or Negative Consent Notice) will be true, correct and complete in all material respectsBuyer. Parent agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in any Notice or Negative Consent Notice will be true, correct and complete in all material respects.Table of Contents (e) In connection with obtaining the Client consents required by this Section 8.05, at all times prior to the Closing, the Company shall keep Parent informed of the status of obtaining such client and other consents and, upon Parent’s request, make available to Parent copies of all such executed client or other consents. In addition, prior Prior to entering into a new Investment Advisory Agreement Contract with any new Client, the Company shall, Seller or such applicable Seller Entity shall instruct the applicable Subsidiaries to, inform each potential new Client or counterparty to such agreement of the transactions contemplated by this Agreement in a manner reasonably acceptable to Parent and use its reasonable best efforts to shall include in the applicable contract Contract a provision disclosing the transactions contemplated by this Agreement and the consent of the potential new Client or counterparty thereto (to the extent permitted by Applicable applicable Law).