Common use of Additional Representations and Warranties Regarding the GP Entities Clause in Contracts

Additional Representations and Warranties Regarding the GP Entities. (a) Each GP Entity has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership, limited liability company, or similar power and authority. Each GP Entity is duly qualified, licensed or registered to do business in each jurisdiction where it is required to do so under applicable Law, except for any failure to be so qualified, licensed or registered that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All outstanding shares, units or interests of each GP Entity (i) have been issued, offered and sold in compliance with applicable Law in all material respects and (ii) have been duly authorized and validly issued and are fully paid and non-assessable. (b) No GP Entity is in default or breach under any Enhanced Fund governing documents with respect to any obligations to contribute or return capital to any Enhanced Fund, including with respect to any capital commitment, capital contribution, “giveback,” “clawback” or other funding/return obligation. (c) Except as set forth on Schedule 3.27, since January 1, 2017, to the knowledge of the Companies, no Person has taken or failed to take any action that would: (i) suspend or terminate any Enhanced Entity Advisory Contract by and between an Enhanced Adviser Entity, on one hand, and any Enhanced Fund, GP Entity or other Enhanced Advisory Client on the other hand, (ii) constitute grounds for removal of any GP Entity (or similar cessation of control) from such role under the governing documents of the applicable Enhanced Fund, (iii) constitute grounds for suspension or early termination of any Enhanced Fund’s investment or commitment period or early termination or dissolution of the Enhanced Fund or (iv) otherwise suspend, modify, reduce or waive the payment (whether direct or indirect) of management fees or similar remuneration otherwise payable to an Enhanced Entity by any Enhanced Fund, GP Entity or other Enhanced Advisory Client. (d) There are no material consent judgments or judicial orders on or with regard to any of the GP Entities.

Additional Representations and Warranties Regarding the GP Entities. (a) Each GP Entity has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership, limited liability company, or similar power and authority. Each GP Entity is duly qualified, licensed or registered to do business in each jurisdiction where it is required to do so under applicable Applicable Law, except for any failure to be so qualified, licensed or registered that would not reasonably be expected to have, individually or in the aggregateindividually, a Company Material Adverse Effectmaterial adverse effect on the Company, taken as a whole. All outstanding shares, units or interests of each GP Entity (i) have been issued, offered and sold in compliance with applicable Applicable Law in all material respects and (ii) have been duly authorized and validly issued and are fully paid and non-assessable. (b) No GP Entity is in default or breach under any Enhanced FP Fund governing documents with respect to any obligations to contribute or return capital to any Enhanced FP Fund, including with respect to any capital commitment, capital contribution, “giveback,” “clawback” or other funding/return obligation. (c) Except as set forth on Schedule 3.275.30, since January 1, 2017, to the knowledge of the Companies2015, no Person has taken or failed to take any action that would: (i) suspend or terminate any Enhanced Entity Advisory Contract management, investment advisory or similar agreement by and between an Enhanced Adviser Entitythe Company, on one hand, and any Enhanced FP Fund, GP Entity or other Enhanced Advisory Client advisory client on the other handhand (including, for the avoidance of doubt, each Investment Contract), (ii) constitute grounds for removal of any GP Entity (or similar cessation of control) from such role under the governing documents of the applicable Enhanced FP Fund, (iii) constitute grounds for suspension or early termination of any Enhanced FP Fund’s investment or commitment period or early termination or dissolution of the Enhanced FP Fund or (iv) otherwise suspend, modify, reduce or waive the payment (whether direct or indirect) of management fees or similar remuneration otherwise payable to an Enhanced Entity the Company by any Enhanced FP Fund, GP Entity or other Enhanced Advisory Clientadvisory client. (d) There are no material consent judgments or judicial orders on or with regard to any of the GP Entities.