Common use of Clients and Advisory Contracts Clause in Contracts

Clients and Advisory Contracts. (a) Schedule 3.22 lists each Enhanced Advisory Client. Schedule 3.22 also identifies whether such Enhanced Advisory Client is an Enhanced Fund or other type of Enhanced Advisory Client (e.g., separate account client) and lists (i) the domicile of such Enhanced Advisory Client, (ii) whether such Enhanced Advisory Client is a Related Party, and (iii) whether the applicable provisions of such Enhanced Advisory Client’s Enhanced Entity Advisory Contract permits negative consent to a “deemed assignment” of such agreement under the Advisers Act or whether affirmative consent is required. Additionally, in the case of each Enhanced Fund, Schedule 3.22 shall (x) set forth the aggregate capital commitments, the aggregate contributed capital, the aggregate capital account value as of the date indicated, the aggregate remaining capital commitments and the management fee schedule in effect (including any applicable management fee waivers or discounts), (y) identify whether such Enhanced Fund is an SBIC, and (z) identify the name of each investor in the Enhanced Funds. (b) Each Enhanced Entity Advisory Contract has been performed in accordance with its terms, the Advisers Act, the SBIC Act (if applicable) and all other applicable Laws by the Enhanced Adviser Entities, except, in each case, as would not reasonably be expected to be material to the Business. No Enhanced Advisory Client or investor in any Enhanced Advisory Client is in material default of any obligation (including any economic obligation) under any of its Enhanced Entity Advisory Contracts or any Enhanced Entity Advisory Contract in respect of the Enhanced Entities. No subscription agreement materially alters the terms of any Enhanced Entity Advisory Contract. (c) As of the date of this Agreement, the Enhanced Adviser Entities have not received notice from any current Enhanced Advisory Client of such Enhanced Advisory Client’s intent to terminate its Enhanced Entity Advisory Contract, to engage in negotiations to amend the terms and conditions of its Enhanced Entity Advisory Contract, or to withdraw assets from the Companies’ management, in each case other than in the ordinary course of business. (d) Notwithstanding anything to the contrary contained herein, the Companies make no representation or warranty with respect to the transactions contemplated by the Reorganization Agreement.