Common use of Client Consents Clause in Contracts

Client Consents. (a) The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to 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) In connection with obtaining the Client Consents, at all times prior to the Effective Time, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such 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 comments of Parent in good faith prior to 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 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, and shall cause each of its Subsidiaries to, use reasonable best efforts to ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable Client to the 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 promptly 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) The 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 its their respective reasonable best efforts to obtainobtain 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 promptly long as reasonably practicable following the date 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 Client Consents Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the procedures set forth on Exhibit C.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. (bc) 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 Consentsconsents required by this Section 8.05, at all times prior to the Effective TimeClosing, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such 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) client and other consents 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 comments of Parent in good faith executed client or other consents. In addition, prior to 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 entering into a new request for redemption or withdrawal in respect of any Mandate or any other termination of an Investment Advisory 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 Agreement with 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, and or shall cause each of its 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 ensure that such New Mandate will not include in the applicable contract a provision disclosing the transactions contemplated by its terms terminate (or give rise to a termination right) as a result of this Agreement and the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable potential Client or counterparty thereto (to the Transactions, including the assignment of such New Mandate as a result of the consummation of the Transactionsextent permitted by Applicable Law). (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 promptly 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) The Company shall, In furtherance and shall cause its Subsidiaries to, use its reasonable best efforts to obtainnot in limitation of Sections 5.5 and 5.7, as promptly as reasonably 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 Client Consents appropriate Consent required to be obtained in connection with the consummation of the Transactions pursuant to applicable Law, the procedures set forth on Exhibit C.Organizational Documents of the applicable Fund and the terms of the applicable Investment Advisory Contract with any Client. (b) In 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, and to the extent applicable shall cause the Seller Entities to, send a written notice (which shall be reasonably satisfactory in form and substance to Buyer) and take such other actions complying with, or as may be reasonably necessary under, applicable Law, the Organizational Documents of the applicable Fund or the terms of the applicable Investment Advisory Contract informing such Client of the 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 take other required action so as to approve the assignment of its Investment 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 Closing, as applicable, and such other matters as may be required so that Buyer may continue to provide Investment Management Services and otherwise continue the business relationship with such Client on the same basis in all material respects as currently in effect. (c) Notwithstanding anything to the contrary contained herein, the requisite Consent contemplated by Section 5.8(a) shall be deemed to have been validly obtained or given for purposes of this Agreement (such requisite Consent, the “Requisite Consent”) only if obtained pursuant to and in accordance with applicable Law, the Organizational Documents of the applicable 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 no such Consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing the Client in question or other Person, as applicable indicates, in writing, that it has not so consented or has terminated or intends to withdraw its Consent or terminate, in whole or in part, its Investment Advisory Contract or otherwise withdraw or redeem all of its assets under management. (d) Buyer shall be provided a reasonable opportunity to review and comment upon all consent materials to be used by the Seller Entities prior to distribution. Seller shall promptly upon their receipt make available to Buyer copies of any and all substantive correspondence between it and the Clients or representatives or counsel of the Clients relating to the consent solicitation provided for in this Section 5.8. No Seller entity shall amend or revise any Investment Advisory Contract to reduce or waive any fee or reimburse any expenses payable under such Investment Advisory Contract or offer or promise to any Client any reduced fee in connection with obtaining the required consent under this Section 5.8 without the prior written consent of Buyer. Table of Contents (e) Prior to entering into a new Investment Advisory Contract with any new Client, Seller or such applicable Seller Entity shall inform each potential new Client Consents, at all times prior or counterparty to the Effective Time, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such 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 agreement of the transactions contemplated by this Agreement) and, upon Parent’s reasonable request, make available to Parent copies of any executed Client Consents Agreement and any related materials. Without limiting shall include in the foregoing, Parent shall have applicable Contract a provision disclosing the right to review, and comment on, in advance of distribution any documentation to be distributed transactions contemplated 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) this Agreement and the Company shall consider all such comments of Parent in good faith prior to distribution (and the Company agrees that the documentation to be delivered to the Clients set forth on Section 6.12(b) consent 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 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 counterparty thereto (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 Closingpermitted by applicable Law). (d) For any New Mandate, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable Client to the 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 promptly 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) The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain, as promptly as reasonably practicable following Within ten (10) Business Days after the date of this Agreement, the Client Consents pursuant to the procedures set forth on Exhibit C. (b) In connection with obtaining the Client Consents, at all times prior to the Effective Time, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such 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 reviewshall, and comment onshall cause the other Adviser Entities to, in advance after consultation with and after receiving the consent of distribution any documentation to be distributed by any Acquired Company to any Client Purchaser (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 comments of Parent in good faith prior to 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 consent 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 Arrangement. (c) Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), no Acquired send a notice to each Client, each limited partner or other investor in a Private Fund Client and the members of each Advisory Board listed in the definition of Client Consent, announcing the entry by the Company into this Agreement and the Religare Agreement and the transactions contemplated hereby and thereby. The Company shall, and the Sellers shall cause the Company to, use commercially reasonable efforts to obtain the Client Consents prior to the Closing Date. (b) With respect to any Direct Client obtained or renewed between the date of the Agreement and the Closing, the applicable Adviser Entity shall use commercially reasonable efforts to obtain the affirmative consent of such Direct Client to the transactions contemplated by this Agreement and the Religare Agreement. None of the 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 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 (i) amend any Mandate, Investment Advisory Arrangement or Fund Documentation provide Purchaser fully executed copies of all Consents given to and obtained from Clients as contemplated in a manner that wouldthis Section 4.03 periodically from time to time between the date of the Agreement and the Closing and, in each such caseany event, adversely affect no later than 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 ClosingClosing Date. (d) For any New Mandateall purposes under this Agreement, a Direct Client shall be deemed to have given its Consent to the Company shallassignment of its Advisory Contract, and shall cause each be deemed to be a Consenting Client, if it provides Consent to such assignment in the manner contemplated by the definition of Client Consent prior to the Closing Date; provided that such Direct Client has not (x) terminated (or provided notice of its Subsidiaries tointention to terminate) its Advisory Contract, use reasonable best efforts refused to ensure that such New Mandate will give Consent, or withdrawn and not by reinstated its terms terminate (or give rise Consent to a termination right) as a result of the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable Client to the Transactions, including the assignment of such New Mandate as a result 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 consummation of the Transactionsactions described in clauses (x) or (y). (e) Parent For all purposes under this Agreement, a Private Fund Client shall cooperate be deemed to have given its Consent to the assignment of its Advisory Contract, and use reasonable best efforts shall be deemed to assist be a Consenting Client, if, on or prior to the Company in all reasonable respects in connection with Closing Date, the seeking Private Fund Client has provided Consent to the assignment of the Advisory Contract of such Private Fund Client Consents (including by promptly providing any information reasonably requested in the manner contemplated by the Company in connection with the foregoing with respect to Parent or its Affiliates). Except as consented to by the Company in writing definition of Client Consent; provided that such Private Fund Client has not (which shall not be unreasonably withheld, conditioned or delayed), and except for any contact or communication initiated by any Client w) terminated (or investor therein)provided notice of its intention to terminate) its Advisory Contract, any officer, director, managing member refused to give its Consent or general partner withdrawn and not reinstated its Consent to the assignment of any its Private Fund 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 toAdvisory Contract, (x) communicate with any received notice from its limited partners or other investors that they either intend to redeem their interests in the Private Fund Client (or investors thereinare revoking their capital commitments), (y) been the subject of any officer, director, managing member 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 any Client the actions described in clauses (or investors thereinw), (x) 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) The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain, as promptly As soon as reasonably practicable following after the date of this Agreement, the Client Consents pursuant to the procedures set forth on Exhibit C. (b) In connection with obtaining the Client Consents, at all times prior to the Effective Timehereof, the Company shall take reasonable steps cause DCM to keep Parent promptly informed send (i) in the case of each Client that is a CDO that is party to an Advisory Contract as of the status of obtaining such Client Consents (including the receipt of written notice from any investor date hereof, to each Person identified 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 comments of Parent in good faith prior to distribution (and the Company agrees that the documentation to be delivered to the Clients set forth on Section 6.12(b6.8(a) of the Company Disclosure Letter (collectively, the "CDO CONSENT PARTIES") or any investors thereinto the trustee with respect to such CDO for distribution by such trustee to such CDO Consent Parties, a letter (each, an "INITIAL CDO CONSENT REQUEST LETTER"), (ii) to each Client that is a Hedge Fund that is a party to an Advisory Contract as of the 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 Hedge Fund, adopt written resolutions (the "HEDGE FUND RESOLUTIONS") and (iii) to each Client that is a party to an Advisory 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 address notify such Client and such CDO Consent Parties of the matters "change of control" of DCM contemplated by this Agreement and the "assignment" (or deemed assignment) of such Advisory Contract resulting from such "change of control", and (y) shall request the 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 provide for the consent of such Hedge Fund to the "assignment" (or deemed assignment) of such Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement. (b) On or prior to the 30th day after the Initial Client Consent Request Letter, 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 (iii) to each Client to whom an Initial Hedge Fund Consent Request was sent but who has not by such date returned documents or other materials evidencing that the 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 6.12(b6.8(a). (c) With respect to any Advisory Contract (other than Advisory Contracts with New Clients), the Client Consent shall be deemed given for purposes of Section 7.9 in the 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 (or otherwise indicated its consent in writing), or documents or other materials evidencing the due adoption of the Hedge Fund Resolutions by a majority of the members of the board of directors or comparable governing body of such Hedge Fund, or by other reasonable means which shall be comparably effective in form and substance to confirm the consent of such Client 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 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 written consent of the Client party thereto or specified CDO Consent Parties (as specified in Section 6.8(a) of the Company Disclosure Letter). From , as applicable, to an assignment (or deemed assignment) of such Advisory Contract, the Client Consent shall be deemed given for purposes of Section 7.9 (notwithstanding the 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 objected in a writing received by DCM to the assignment or deemed assignment of such Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement and has continued to accept Investment Management Services from DCM for such 15 day period. (d) With respect to any Advisory Contract entered into after the date hereof until and prior to the Closing, the Company shall provide written notice cause DCM to Parent as promptly as possible notify (i) the Client (each, a "NEW CLIENT") party to such Advisory Contract (other than a CDO) and (ii) in any event no later than the third (3rd) Business Day following the receipt by the Company or any case of its Subsidiaries each New Client that is a CDO, each Person whose consent is required to an assignment of such notificationAdvisory 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 "change of control" of DCM contemplated by this Agreement and the "assignment" (or deemed assignment) of such Advisory Contract resulting from such "change of control" and shall request the written consent of such New Client and, in the case of any New Client that is a CDO, each of the New CDO Consent Parties required under such Advisory Contract to consent to an assignment of such 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 Company or any of its Subsidiaries (x) that any Client has determined not to provide any Initial Client Consent Request Letter, the Initial CDO Consent Request Letter or (y) written evidence of any new request for redemption the due adoption by a majority of the members of the board of directors or withdrawal comparable governing body of such Hedge Fund or by other reasonable means which shall be comparably effective in respect form and substance to confirm the consent of any Mandate such New Client or any other termination of an Investment Advisory ArrangementNew CDO Consent Party, as the case may be. (ce) 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 The Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent 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. Except in accordance with the provisions of Section 6.3(c), prior to the Closing, the Buyer agrees that it will not (and it will not cause or permit any of its Affiliates to) contact, in writing or otherwise, any Client or New Client of the applicable Company or any of its Subsidiaries (or any Person who acts as an adviser or "gatekeeper" for any such Client to the Transactions, including the assignment of such or New Mandate as a result of the consummation of the Transactions. (eClient) Parent shall cooperate and use reasonable best efforts to assist the Company in all reasonable respects or any CDO Consent Party or New CDO Consent Party in connection with the seeking transactions contemplated by this Agreement without the prior approval of the Client Consents (including by promptly 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 clauseCompany.

Client Consents. (a) The With respect to each Client (other than a BDC, which is addressed in Section 6.17(e)), the Companies shall use commercially reasonable efforts to obtain the applicable Client Consent. In furtherance of the foregoing, the Companies shall send a written notice informing the appropriate consenting party of such Clients of the transactions contemplated by this Agreement and requesting the applicable Client Consent from such consenting party of such Clients. (b) Acquiror shall reasonably cooperate in good faith with the Companies, the Company shallGroup Entities and their Affiliates in connection with obtaining Client Consents and BDC Consents under this Section 6.17. Without limiting the generality of the foregoing, and upon the request of the Companies, Acquiror shall cause its Subsidiaries to, use its commercially reasonable best 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 obtain, as promptly as reasonably practicable following any Person that becomes a Client after the date of this AgreementAgreement but prior to Closing, the Companies shall obtain the written consent of such Person, including such Client’s investors, if applicable, to the transactions contemplated hereunder prior to entering into a Client Contract. The Companies shall, with respect to seeking Client Consents pursuant of the applicable real estate Company Funds, seek amendments to the procedures certain provisions set forth on Exhibit C. (bSchedule 6.17(b) In connection with obtaining of the Client ConsentsFund Documentation of such Company Funds, at all times prior to and the Effective Time, the Company Companies and their Affiliates shall take reasonable steps to keep Parent promptly Acquiror reasonably informed upon request of the status of obtaining such the Companies and their Affiliates’ efforts to obtain the Client Consents (and BDC Consents, including the receipt requests to receive copies of any material written notice from any investor in communications with any Client that relating to obtaining Client Consent or BDC Consent (excluding any written communications previously reviewed by Acquiror, unless such investor is not providing its communications were materially revised following such review). For the avoidance of doubt and without limiting the generality of the foregoing, Acquiror shall have the right and reasonable opportunity to review drafts of any consent solicitation materials in advance of dissemination of such materials to the consummation applicable recipients thereof (including, 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 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) andAgreement or Acquiror or its Affiliates, 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 substantively similar to prior materials already provided to Parent) and Acquiror. Acquiror shall have the Company right to provide comments on such materials, which the Companies shall reasonably consider all such comments of Parent in good faith prior to 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 Arrangementfaith. (c) Without 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 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 BDC Consents in connection with the transactions contemplated hereby; provided, that, without the prior written consent of Parent (which Acquiror, neither the Company Group Entities nor any of their Affiliates shall not be unreasonably withheldoffer or enter into any, conditioned or delayed), no Acquired Company shall (i) amend any Mandateexisting, Investment Advisory Arrangement fee waiver, fee reduction, fee modification, expense waiver or Fund Documentation in similar arrangement with respect to a manner Client pursuant to a Client Contract or otherwise offer or make any payment or concession that would, in each such case, would otherwise adversely affect the economic value of such Client relationship or otherwise materially modify any other 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 case, for the purpose of the foregoing clauses (i) – (iii)obtaining such Client’s Client Consent or BDC Consent, 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, and shall cause each of its Subsidiaries to, use reasonable best efforts to ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable Client to the 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 promptly providing any information reasonably requested by the Company in connection with the foregoing with respect to Parent or its Affiliates). Except except as consented to by Acquiror in writing. Except as requested by the Company Companies in writing writing, no Acquiror Party nor any officer, director, employee or other agent or representative of any Acquiror Party shall (which shall not be unreasonably withheld, conditioned or delayed), and except for x) communicate with any contact or communication initiated by any Client (or investor therein)Client, any officer, director, managing member or general partner of any Client (or investor therein) or Client, any advisory committee or similar body with respect to to, or investor in, 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 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 clauseclause (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 BDC; and to call a special meeting of the 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 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 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 or 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) The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain, as promptly as reasonably practicable following after the date of this Agreement, the consent of each IA Client Consents pursuant to the procedures set forth on Exhibit C. (b) In connection with obtaining the Client Consents, at all times prior to the Effective Time, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such Client Consents (including the receipt of written notice from any investor in any Client that such investor is not providing its for which consent to the consummation deemed assignment of such IA Client’s Investment Advisory Agreement is required by applicable Law or by such IA Client’s Investment Advisory Agreement as a result of the transactions contemplated by this Agreement) and. In furtherance thereof, upon Parentif such IA Client’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 comments of Parent in good faith prior to 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 Arrangement. (c) Without Agreement does not expressly require the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), no Acquired Company shall (i) amend any Mandate, the IA Client to the deemed assignment of such 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 MandateAgreement, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts as applicable, send to ensure that such New Mandate will not by its terms terminate IA Client as promptly as practicable, but in no event later than 15 Business Days after the date of this Agreement, a written notice (or give rise the “Negative Consent Notice”), which shall be in form and substance reasonably satisfactory to a termination rightParent, informing such IA Client: (i) as a result of the consummation transactions contemplated by this Agreement; (ii) of the Transactions intention to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of such Investment Advisory Agreement; (iii) of the intention of Parent or its Affiliates to continue to provide the 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 (iv) that the consent of such IA Client will be deemed to have been granted if such IA Client does not terminate its Investment Advisory Agreement within 45 days after the sending of the Negative Consent Notice. At the end of such 45 day period, if such IA Client has not terminated its Investment Advisory Agreement, and except as provided in the proviso in the definition of “Consenting Client,” such IA Client shall use reasonable best efforts to obtain be deemed a Consenting Client for all purposes under this Agreement. If the applicable Investment Advisory Agreement expressly requires the written consent of the applicable IA Client to the Transactions, including the assignment or deemed 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 IA Client’s Investment Advisory Agreement, then the Company in all reasonable respects in connection with the seeking of the Client Consents (including by promptly 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)shall, 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 Subsidiaries to, (x) communicate with any 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 IA Client, which shall be in form and substance reasonably satisfactory to Parent, informing such IA Client (of the transactions contemplated by this Agreement and requesting written consent to the deemed assignment of such IA Client’s Investment Advisory Agreement, and once such IA Client has provided its written consent to the assignment or investors therein)deemed assignment of such IA Client’s Investment Advisory Agreement, 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 except as provided in the foregoing clauseproviso in the definition of “Consenting Client,” such IA Client shall be deemed a Consenting Client for all purposes under this Agreement.

Client Consents. (a) The Company shall, and SGA Parties shall cause its Subsidiaries to, the SGA Companies to use its commercially reasonable best efforts to obtainobtain each applicable Client Consent; provided, as promptly as reasonably practicable following that none of the date SGA Companies or any of this Agreementthe 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 investor in any Fund any reduced fee or other amendment, the Client Consents pursuant to the procedures set forth on Exhibit C. (b) In in connection with obtaining the Client Consents, at all times prior to the Effective Time, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such 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 (Transactions, in each case, other than materials that are substantially similar to materials already provided to Parent) and the Company shall consider all such comments of Parent in good faith prior to 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 Arrangement. (c) Without case without the prior written consent of Parent (which the Purchaser. To the extent reasonably and specifically requested by the SGA Parties in connection with obtaining Client Consents, the Purchaser 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 use good faith efforts to cooperate with and support the economic value of SGA Parties and the SGA Companies’ efforts to obtain 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 Consents 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 connection with 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 Closingrequest. (db) For any New MandateWithout 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 Company shall, and shall cause each consent of its Subsidiaries to, use reasonable best efforts a Client to ensure that the deemed assignment of such New Mandate will not by its terms terminate (or give rise to a termination right) Advisory Agreement as a result of the consummation Transactions is required by applicable Law and/or by the terms of such Advisory Agreement, (i) as promptly as practicable following the date hereof, SGA shall send a written notice informing such Clients of the Transactions and shall use reasonable best efforts to obtain the requesting written consent to the deemed assignment of such Client’s 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 (ii) to the extent written consent is 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 Client Law and by the terms of such Advisory Agreement). The SGA Parties shall cause the Purchaser to be provided a reasonable opportunity to review and comment upon all disclosure, notice or consent materials to be provided by any SGA Related Entity to any Client, limited partner or other investor in any Fund in connection with the Transactions and all such disclosure, notice or consent materials shall be in form and substance reasonably satisfactory to Purchaser. The SGA Company Parties shall cause the SGA Related Entities to promptly upon their receipt provide the Purchaser with copies of any and all correspondence (other than any non-material correspondence, informal inquires or similar communications) between such parties and the Clients, limited partner or other investors in any Fund or members or representatives or counsel of any of the foregoing relating to the Transactions, including and shall otherwise keep the assignment Purchaser reasonably informed in a timely manner of any material developments involving the obtaining of Client Consents. For the avoidance of doubt, “assignment” for purposes of this Section 5.06 shall have the same definition as such New Mandate as a result term under Section 202(a)(1) of the consummation of the TransactionsAdvisers Act. (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 promptly 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) The Company Truist shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain, as promptly as reasonably practicable following after the date of this Agreement, the consent of each Client Consents for which consent to the deemed assignment of such Client’s Investment Advisory Agreement 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 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 date of this Agreement, a written notice (the “Negative Consent Notice”), which shall be in form and substance reasonably satisfactory to the Buyer Entities, informing such Client: (i) of the transactions contemplated by this Agreement; (ii) of the intention to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of such Investment Advisory Agreement; (iii) of the intention of the applicable Company Entity to continue to provide the applicable services pursuant to the procedures set forth on Exhibit C.existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (iv) that the consent of such Client will be deemed to have been granted if such Client does not terminate its Investment Advisory Agreement within 45 days after the sending of the Negative Consent Notice. At the end of such 45-day period, if such Client has not terminated its Investment Advisory Agreement, and 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. 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 provided 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. (b) In connection with obtaining the Client Consentsconsents and other actions required by this ‎‎Section 5.10, at all times prior to the Effective TimeClosing, Truist and the Company Buyer Entities shall take provide all commercially reasonable steps cooperation to the other, and Truist shall keep Parent the Buyer Entities promptly informed of the status of obtaining such 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) andconsents and shall, upon Parent’s the Buyer Entities’ reasonable request, make available to Parent the Buyer Entities copies of any all such executed Client Consents consents, related materials and any related materialsother records relating to the consent process. Without limiting the foregoing, Parent in connection with obtaining the consents required under this ‎‎Section 5.10, the Buyer Entities shall have the right to review, and comment on, review in advance of distribution any documentation notices or other materials to be distributed by Truist or any Acquired Company of its Representatives 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) Clients and the Company Truist shall consider all such comments of Parent in good faith prior to distribution (and any reasonable comments provided by 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)Buyer Entities. From the date hereof until the Closing, Truist and the Company Buyer Entities shall provide written notice communicate on a regular basis 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 stay apprised of such notification) of any notification 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 Company or any Buyer Entities (and, after the Closing, the Buyer Entities and the Acquired Companies shall make available to Truist) copies of its Subsidiaries (x) that any all executed Client has determined not to provide any Client Consent or (y) Consents and other documents evidencing satisfaction of any new request for redemption or withdrawal in respect of any Mandate or any other termination of an Investment Advisory Arrangementthe foregoing. (c) Without Notwithstanding anything herein to the prior written consent contrary, none of Parent (which shall not be unreasonably withheldTruist, 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 Buyer Entities or any of their respective affiliates Affiliates shall have any obligation under this Agreement to make pay any payment money or assume other consideration beyond a de minimis review charge to any Person, or incur to initiate any other obligation claim or liability) toproceeding against any Person, in order to obtain 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 ClosingConsent. (d) For Buyer Entity 1 and Truist shall each bear 50% of the costs, fees and expenses incurred in connection with each Client Consent or approval sought pursuant to this ‎‎‎Section 5.10, including fees and expenses of third-party solicitation agents, expenses related to the preparation of any New Mandatedocuments, the Company shallinstruments or materials related to seeking or obtaining such consents or approvals, and shall cause each of its Subsidiaries to, use reasonable best efforts to ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of the consummation of the Transactions fees and shall use reasonable best efforts to obtain the written consent of the applicable Client to the 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 expenses in connection with the seeking filing, printing and mailing of the Client Consents (including by promptly providing any information reasonably requested by the Company notices, and other communications 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 clausetherewith.

Client Consents. (a) The No later than fifteen (15) days after the date hereof, Parent and the Company shall, and shall agree to a form of notice that the Company shall cause its Subsidiaries tothe Company Investment Advisor Subsidiary to send, use its reasonable best efforts substantially in the form thereof, to obtaineach Client, in each case, as promptly soon as reasonably practicable following after the date of this Agreement, . Parent and the Company agree that the consent by a Client Consents pursuant to the procedures set forth on Exhibit C. (b) In connection with obtaining the Client Consents, at all times prior to the Effective Time, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such Client Consents (including the receipt of written notice assignment or deemed assignment resulting from any investor in any Client that such investor is not providing its consent to the consummation of the transactions contemplated by hereby shall be deemed given for any and all purposes under 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) Agreement and the Company shall consider all such comments of Parent in good faith prior to distribution (transactions contemplated hereby 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 relevant Investment Advisory Arrangement. (c) Without the prior written consent of Parent (which shall not be unreasonably withheldContract, 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, and shall cause each of its Subsidiaries to, use reasonable best efforts to ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of the consummation 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 Investment 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 Transactions and shall use reasonable best efforts relevant Investment Advisory Contract that provides for the termination to obtain the written consent be effective as of the applicable Client Closing Date or as of the business day immediately prior to the TransactionsClosing 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 the transactions contemplated hereby for any and all purposes under this Agreement and the transactions contemplated hereby (including the assignment of such New Mandate as a result of the consummation of the Transactionsadequacy thereof). (eb) 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 promptly 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 clauseAs used herein:

Client Consents. (a) The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain, as promptly As soon as reasonably practicable following after the date of this Agreement, the Client Consents pursuant to the procedures set forth on Exhibit C. (b) In connection with obtaining the Client Consents, at all times prior to the Effective Timehereof, the Company shall take reasonable steps cause DCM to keep Parent promptly informed send (i) in the case of each Client that is a CDO that is party to an Advisory Contract as of the status of obtaining such Client Consents (including the receipt of written notice from any investor date hereof, to each Person identified 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 comments of Parent in good faith prior to distribution (and the Company agrees that the documentation to be delivered to the Clients set forth on Section 6.12(b6.8(a) of the Company Disclosure Letter (collectively, the "CDO CONSENT PARTIES") or any investors thereinto the trustee with respect to such CDO for distribution by such trustee to such CDO Consent Parties, a letter (each, an "INITIAL CDO CONSENT REQUEST LETTER"), (ii) to each Client that is a Hedge Fund that is a party to an Advisory Contract as of the 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 Hedge Fund, adopt written resolutions (the "HEDGE FUND RESOLUTIONS") and (iii) to each Client that is a party to an Advisory 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 address notify such Client and such CDO Consent Parties of the matters "change of control" of DCM contemplated by this Agreement and the "assignment" (or deemed assignment) of such Advisory Contract resulting from such "change of control", and (y) shall request the 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 provide for the consent of such Hedge Fund to the "assignment" (or deemed assignment) of such Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement. (b) On or prior to the 30th day after the Initial Client Consent Request Letter, 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 (iii) to each Client to whom an Initial Hedge Fund Consent Request was sent but who has not by such date returned documents or other materials evidencing that the 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 6.12(b6.8(a). (c) With respect to any Advisory Contract (other than Advisory Contracts with New Clients), the Client Consent shall be deemed given for purposes of Section 7.9 in the 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 (or otherwise indicated its consent in writing), or documents or other materials evidencing the due adoption of the Hedge Fund Resolutions by a majority of the members of the board of directors or comparable governing body of such Hedge Fund, or by other reasonable means which shall be comparably effective in form and substance to confirm the consent of such Client 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 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 written consent of the Client party thereto or specified CDO Consent Parties (as specified in Section 6.8(a) of the Company Disclosure Letter). From , as applicable, to an assignment (or deemed assignment) of such Advisory Contract, the Client Consent shall be deemed given for purposes of Section 7.9 (notwithstanding the 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 objected in a writing received by DCM to the assignment or deemed assignment of such Advisory Contract resulting from the "change of control" of DCM contemplated by this Agreement and has continued to accept Investment Management Services from DCM for such 15 day period. (d) With respect to any Advisory Contract entered into after the date hereof until and prior to the Closing, the Company shall provide written notice cause DCM to Parent as promptly as possible notify (i) the Client (each, a "NEW CLIENT") party to such Advisory Contract (other than a CDO) and (ii) in any event no later than the third (3rd) Business Day following the receipt by the Company or any case of its Subsidiaries each New Client that is a CDO, each Person whose consent is required to an assignment of such notificationAdvisory 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 "change of control" of DCM contemplated by this Agreement and the "assignment" (or deemed assignment) of such Advisory Contract resulting from such "change of control" and shall request the written consent of such New Client and, in the case of any New Client that is a CDO, each of the New CDO Consent Parties required under such Advisory Contract to consent to an assignment of such 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 Company or any of its Subsidiaries (x) that any Client has determined not to provide any Initial Client Consent Request Letter, the Initial CDO Consent Request Letter or (y) written evidence of any new request for redemption the due adoption by a majority of the members of the board of directors or withdrawal comparable governing body of such Hedge Fund or by other reasonable means which shall be comparably effective in respect form and substance to confirm the consent of any Mandate such New Client or any other termination of an Investment Advisory ArrangementNew CDO Consent Party, as the case may be. (ce) 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 The Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent 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. Except in accordance with the provisions of Section 6.3(c), prior to the Closing, the Buyer agrees that it will not (and it will not cause or permit any of its Affiliates to) contact, in writing or otherwise, any Client or New Client of the applicable Company or any of its Subsidiaries (or any Person who acts as an adviser or "gatekeeper" for any such Client to the Transactions, including the assignment of such or New Mandate as a result of the consummation of the Transactions. (eClient) Parent shall cooperate and use reasonable best efforts to assist the Company in all reasonable respects or any CDO Consent Party or New CDO Consent Party in connection with the seeking transactions contemplated by this Agreement without the prior approval of the Client Consents (including by promptly 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 clauseCompany.

Client Consents. (a) As soon as practicable following the entry of the Sale Order, the 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 Company 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, and shall cause its Subsidiaries tothe Management Company or General Partner Entities, as applicable, to use its reasonable best efforts to obtain, as promptly as reasonably practicable following the date of this Agreement, obtain the Client Consents pursuant to the procedures set forth on Exhibit C. (b) In connection with Consents. The Seller shall keep Buyer reasonably informed in a timely manner of all material developments involving obtaining the Client Consents, at and Buyer shall have a reasonable opportunity to review and comment on all times prior additional disclosure, notice or consent materials to be 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 Effective TimeTransactions. The Seller shall, and shall cause the Management Company shall take reasonable steps or General Partner Entities, as applicable, to keep Parent promptly informed upon their receipt, provide the Buyer with copies of the status of obtaining any and all material written correspondence (other than any informal inquiries or similar communications) between such Client Consents (including the receipt of written notice from parties and any limited partner or investor in any Client that such investor is not providing its consent Sponsored Fund, or any members of a governing body or the applicable representative counsel of any of the foregoing relating to the consummation 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 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 accordance with the applicable investor consent thresholds set forth in Section 4.13(a) of the transactions contemplated by this Agreement) andSeller Disclosure Schedule. Seller, upon Parent’s reasonable requestany Management Company, make available to Parent copies of or any executed Client Consents and General Partner Entity shall not amend or revise any related materials. Without limiting the foregoing, Parent shall have the right to review, and comment on, in advance of distribution Advisory Contract or Fund Documentation or reduce or waive any documentation to be distributed by fee or reimburse expenses payable under any Acquired Company Advisory Contract or Fund Documentation or offer or promise to any Client (Sponsored Fund or investors therein) pursuant to which the Company is requesting a Client Consent 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 (in each caseTransactions, other than materials or offer or make any payment or concession that are substantially similar to materials already provided to Parent) and the Company shall consider all such comments of Parent in good faith prior to 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 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, would otherwise adversely affect the economic value of such Client relationship or otherwise 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) reduce the Buyer shall not have any obligation to manage or offer advise any Non-Consenting Client or promise its respective General Partner Entity (except as may be reasonably requested by the Seller pursuant 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 Section 4.10(e)); (iii) make 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 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 nonNon-de minimis and adverse effect on the economic value of such Client or investor relationship during the period following the ClosingConsenting Client. (db) For any New Mandate, The Seller and the Company Buyer agree that Section 4.13(a) of the Seller Disclosure Schedule sets forth the investors for which “negative” consent is 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 deemed to 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 (45) days (or such other period as specified in the applicable Advisory Contract) following delivery of such notice. (c) The Seller and the Buyer agree that Section 4.13(c) of the 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 which such suspension was effective. The Seller shall, and shall cause each of its Subsidiaries the Target Companies and General Partner Entities to, use reasonable best efforts cooperate with the Buyer and its Affiliates and take or cause to ensure that such New Mandate will not by its terms terminate be taken all actions reasonably necessary or advisable on their part (or give rise including, without limitation, seeking investor consent) to a termination right) as a result end any suspension of the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable Client to the Transactions, including the assignment investment period of such New Mandate as a result of the consummation of the TransactionsSponsored Fund. (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 promptly 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) The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts 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 obtaincontinue after Closing, as promptly as reasonably 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 Consents 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, from the date hereof to the Closing Date, Seller shall, and shall cause 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 Buyer and 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 (i) upon receipt of a written consent requested in the Consent Notice prior to the Closing Date or (ii) 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) requesting written consent as aforesaid and informing such Client: (A) 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; (B) of the Company’s (or the applicable Transferred Entities’) intention to continue to provide the advisory services pursuant to the procedures set forth on Exhibit C.existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (C) 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 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. (bc) Buyer shall be provided a reasonable opportunity to review and comment on all consent materials to be used by Seller prior to distribution. (d) 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 Buyer or its Affiliates for inclusion in such Consent Notice or Negative Consent Notice) will be true, correct and complete in all material respects. 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 Consentsconsents required by this ‎Section 7.08, at all times prior to the Effective TimeClosing, the Company Seller shall take reasonable steps to keep Parent promptly Buyer informed of the status of obtaining such Client Consents (including and other consents and, upon Buyer’s request, make available to Buyer copies of all such executed Client or other consents. In addition, prior to entering into a new Investment Advisory Agreement with any Client, Seller shall, or shall instruct the receipt of written notice from any investor in any applicable Transferred Entity to, inform each potential Client that or counterparty to such investor is not providing its consent to the consummation agreement 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 comments of Parent in good faith prior to 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 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 Agreement 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 reasonably acceptable 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 Buyer 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, and shall cause each of use its Subsidiaries to, use reasonable best efforts to ensure that such New Mandate will not include in the applicable contract a provision disclosing the transactions contemplated by its terms terminate (or give rise to a termination right) as a result of this Agreement and the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable potential Client or counterparty thereto (to the Transactions, including the assignment of such New Mandate as a result of the consummation of the Transactionsextent permitted by Applicable Law). (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 promptly 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) The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts Notwithstanding anything to obtainthe contrary in Section 5.5, as promptly soon as reasonably practicable following the date of this Agreement, the Client Consents pursuant to the procedures set forth on Exhibit C. (b) In connection with obtaining the Client Consents, at all times prior to the Effective Timehereof, the Company shall take agrees to use its commercially reasonable steps efforts to keep Parent promptly informed of the status of obtaining such Client Consents (including the receipt of written notice from any investor in any Client that such investor is not providing its consent obtain all consents and approvals to the consummation continuation of the transactions contemplated by this Agreement) andeach Investment Advisor Contract and/or, upon Parent’s reasonable requestif necessary in accordance with applicable Law, make available to Parent copies of any executed Client Consents and any related materials. Without limiting the foregoingenter into new Investment Advisor Contracts, Parent shall have the right with respect to reviewall Clients, in each case in accordance with, 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 comments of Parent in good faith prior to 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 Closingsubject to, the Company terms of this Section 5.6; provided, however, that in no event 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 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 such notificationthe Company) the Company and its Subsidiaries for the full amount of any notification 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 Advisor Contract, after the Closing. (b) The Parent and Merger Sub shall, and shall cause their Subsidiaries and Control Affiliates to, cooperate with the Company and furnish to the Company or any of its Subsidiaries (x) that any such reasonably necessary information and reasonable assistance as the Company may reasonably request in connection with seeking all Client has determined not consents pursuant 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 Arrangementthis Agreement. (c) Without In connection with obtaining Client consents under this Section 5.6, the Company shall deliver (or cause to be delivered) drafts of all consent materials prepared by the Company or its Subsidiaries to the Parent a reasonable time prior written to the 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 (which shall not to 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 MandateNotwithstanding anything herein to the contrary, prior to the Company shallClosing, and shall cause each of its Subsidiaries to, use reasonable best efforts to ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of without the consummation of the Transactions and shall use reasonable best efforts to obtain the prior written consent of the applicable Client to Company, other than for communications made by the TransactionsParent, 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 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 seeking Parent nor Merger Sub nor any of the Client Consents (including by promptly providing any information reasonably requested by the Company in connection with the foregoing with respect to Parent their respective Subsidiaries or its Affiliates). Except as consented to by the Company in writing (which shall not be unreasonably withheldControl Affiliates shall, conditioned directly or delayed)indirectly, and except for any knowingly 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 specifically regarding 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 clausetransactions contemplated by this Agreement.

Client Consents. (a) The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to 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) In connection with obtaining the Client Consents, at all times prior to the Effective Time, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such 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 comments of Parent in good faith prior to 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 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, and shall cause each of its Subsidiaries to, use reasonable best efforts to ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable Client to the 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 promptly 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 clauseclause (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) The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain, as promptly As soon as reasonably practicable following the date hereof, GFS IA shall send (or cause to be sent) a notice in form and substance acceptable to Purchaser (the “Notice”) to any Client to whom GFS IA provides investment management or investment advisory services, (i) informing each Client of the transactions contemplated in this Agreement, (ii) requesting the Client Consents 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, (iii) affirming GFS IA’s intention to continue advisory services pursuant to the procedures set forth on Exhibit C.existing advisory agreement following the Closing, and (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 materials to be used by GFS IA prior to distribution. (b) In connection with obtaining the Client Consents, at all times prior to the Effective Time, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such Client Consents (including the receipt of written notice from any investor in any Client Purchaser agrees that such investor is not providing its consent to the consummation assignment or deemed assignment of each investment advisory agreement resulting from the transactions contemplated by in this Agreement) and, upon Parent’s reasonable request, make available to Parent copies of any executed Agreement (“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 comments of Parent in good faith prior to 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 thereinConsents”) shall address be deemed given for all purposes under this Agreement (i) if no consent is required under the matters described in Section 6.12(bAdvisers Act or the respective advisory agreement, or (ii) of if such consent is required by the Company Disclosure Letter). From Advisers Act and/or under the date hereof until respective advisory agreement, (A) if the Closing, the Company shall provide written notice to Parent as promptly as possible (and consent or approval requested in any event no later than the third Notice is received, or, (3rdB) Business Day following the receipt by the Company if written consent or approval requested in any of its Subsidiaries of such notification) of any notification to the Company or any of its Subsidiaries Notice is not received, (x) the Client shall not have affirmatively stated that any Client has determined it does not consent to provide any Client Consent such assignment or deemed assignment or intends to terminate such advisory agreement, and (y) at least 45 days have elapsed since the mailing of any new request for redemption or withdrawal in respect of any Mandate or any other termination of an Investment Advisory Arrangementthe Notice to such party pursuant to Section 8.7(a). (c) Without Notwithstanding anything to the prior written consent of Parent (which shall not be unreasonably withheldcontrary contained herein, 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 covenants of the Company, any Subsidiary Parties contained in this Section 8.7 are intended only for the benefit of the Company or Parent or any of their respective affiliates to make any payment or assume or incur any Parties and for no 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 Closingperson. (d) For any New Mandate, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable Client to the 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 promptly 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