Common use of Certain Conduct Clause in Contracts

Certain Conduct. Except as consented to in writing by the Subscriber, the Class B Limited Partner will not: (i) dispose, liquidate, mortgage or sell any of the Subscription Interests; (ii) consent to amend or modify any Fund Agreement or Delayed Fund Agreement; (iii) dispose, liquidate, mortgage or sell any of the Fund Investments or Delayed Fund Investments other than (A) to the transfer of such Fund Investments and Delayed Fund Investments to the Partnership or (B) pursuant to the Class B Limited Partner’s compliance with a specific contractual obligation in a Fund Agreement or Delayed Fund Agreement (e.g., a right of first refusal); (iv) make any voluntary capital contributions or fail to make any required capital contributions related to the Fund Investments or Delayed Fund Investments; (v) create or permit to exist any lien on any of the Fund Investments, Subscription Interests or Delayed Fund Investments; (vi) default under, breach or take any other action the effect of which would be to cause the Class B Limited Partner to incur a penalty or other specified consequence under any agreement governing any of the Fund Investments; (vii) approve or reject any matter that is submitted to the partners of a Fund or Delayed Fund for their approval; (viii) except as contemplated by the Transaction Agreements, cause the Partnership to incur any liability, contingent or otherwise, or enter into any contract; (ix) agree to do any of the foregoing. The Subscriber shall not withhold or delay its consent to actions under clause (ii) of the preceding sentence so long as such amendment or modification to such Fund Agreement or Delayed Fund Agreement, as the case may be, does not increase the capital commitment of the Class B Limited Partner or the Partnership in a Fund or Delayed Fund or otherwise adversely affect the Partnership’s rights thereunder.