Common use of LIMITS ON GENERAL PARTNER'S POWERS Clause in Contracts

LIMITS ON GENERAL PARTNER'S POWERS. (a) Notwithstanding anything to the contrary in this Agreement, the General Partner shall not, without the written consent or ratification of the specific act by all the Limited Partners, cause or permit the Partnership (directly or indirectly through its investment in the Intermediate Fund or the Intermediate Fund’s investment in the Master Fund) to: (i) do any act which would make it impossible to carry on the ordinary business of the Partnership; (ii) possess Partnership property, or assign Partnership property, for other than a Partnership purpose described in this Agreement; (iii) admit a Person as a Partner, except as provided in this Agreement; (iv) other than Securitized Products managed by the Investment Manager or any Affiliate thereof or otherwise in connection with a promissory note issued by an Affiliate of the Investment Manager in connection with any applicable risk retention rules, make any loans to the General Partner or any GP Affiliates or any of their respective officers, directors or employees; or (v) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction. (b) Notwithstanding anything to the contrary in this Agreement, the General Partner shall not, without written consent or ratification of the specific act by the Limited Partner Advisory Committee, cause or permit the Partnership (directly or indirectly through its investment in the Intermediate Fund or the Intermediate Fund’s investment in the Master Fund): (i) to make any Investment or series of Investments in any single issuer or group of affiliated issuers that would result in the aggregate then-current outstanding principal amount of such Investment or series of Investments exceeding (A) 10% of Total Commitments (or 20% prior to the Final Closing Date), exclusive of any Bridge Investment or (B) 20% of Total Commitments (or 25% prior to the Final Closing Date), inclusive of any Bridge Investment; or (ii) to make any Investment or series of Investments that would cause the aggregate then-current outstanding principal amount of Bridge Investments to exceed 20% of Total Commitments at the time any Bridge Investment is made; provided, that any Bridge Investment that is not refinanced or otherwise repaid within 12 months of the date of such Bridge Investment shall be treated as a permanent Investment in a Portfolio Company and not a Bridge Investment; or (iii) to make any Investment or series of Investments that would result in the aggregate then-current outstanding principal amount of Investments in Instruments of issuers that are not domiciled, or do not have their principal place of business, in the United States or Canada and where the underlying assets related to such Instruments are located outside of the United States or Canada to exceed 20% of Total Commitments; or (iv) to make any Investment or series of Investments that would result in the aggregate then-current outstanding principal amount of Investments in any single industry (as determined by the Master Fund General Partner) to exceed 25% of Total Commitments; or (v) to make any Investment or series of Investments that would result in the aggregate then-current outstanding principal amount of any Opportunistic Investment to exceed 20% of Total Commitments; or (vi) to make any Investment in or otherwise purchase an interest in any investment fund or Securitized Product sponsored by the Investment Manager or an Affiliate thereof, that provides for compensation in the form of a management fee, incentive or performance-based fees or “carried interest” allocations or other compensation to be paid to the Investment Manager or an Affiliate thereof in respect of the Master Fund’s direct or indirect Investment in such investment fund or Securitized Product (unless the Master Fund’s proportionate share of such compensation (based on the proportion of the Master Fund’s investment in such investment fund or Securitized Product to the total investment in such investment fund or Securitized Product) is either waived, rebated to the Master Fund or offset on a dollar-for-dollar basis against carried interest distributions or management fees paid by the Master Fund to the Special Limited Partner and/or the Investment Manager). For the avoidance of doubt, this clause (vi) of this Section 8.7(b) shall not apply to any other management fee, incentive or performance-based fee or “carried interest” allocation or other compensation to be paid to the Investment Manager or an Affiliate thereof by the Master Fund; or (vii) to make any Investment or series of Investments that would result in the Master Fund having aggregate then-current outstanding principal amount of Investments in any non-U.S. dollar denominated Investments in excess of 5% of Total Commitments; or (viii) to make any Investment in short sales or derivatives with the primary purpose of speculative investment purposes (provided that, for the avoidance of doubt, the foregoing does not limit or prevent the Master Fund from entering into derivatives for hedging purposes, including for hedging interest rate, currency, commodity and other investment risks of the Master Fund). The limitations set forth in clauses (i) through (viii) of this Section 8.7(b) shall apply with respect to any given Investment on an “as incurred” basis only, as of the date the Master Fund enters into a definitive commitment (i.e., as of the applicable “trade” or commitment date) to consummate such Investment (and not, for the avoidance of doubt, as of the actual consummation or funding date of such if such date is later). (c) Notwithstanding anything to the contrary in this Agreement, the General Partner shall not cause or permit the Partnership (directly or indirectly through its investment in the Master Fund) to make any Investment in a CLO Investment.

LIMITS ON GENERAL PARTNER'S POWERS. (a) Notwithstanding anything to the contrary in this Agreement, the General Partner shall not, without the written consent or ratification of the specific act by all the Limited Partners, cause or permit the Partnership (directly or indirectly through its investment in the Intermediate Fund or the Intermediate Fund’s investment in the Master Fund) to: (i) do any act which would make it impossible to carry on the ordinary business of the Partnership; (ii) possess Partnership property, or assign Partnership property, for other than a Partnership purpose described in this Agreement; (iii) admit a Person as a Partner, except as provided in this Agreement; (iv) other than Securitized Products managed by the Investment Manager or any Affiliate thereof or otherwise in connection with a promissory note issued by an Affiliate of the Investment Manager in connection with any applicable risk retention rules, make any loans to the General Partner or any GP Affiliates or any of their respective officers, directors or employees; or (v) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction. (b) Notwithstanding anything to the contrary in this Agreement, the General Partner shall not, without written consent or ratification of the specific act by the Limited Partner Advisory Committee, cause or permit the Partnership (directly or indirectly through its investment in the Intermediate Fund or the Intermediate Fund’s investment in the Master Fund):Partnership: (i) to make any Investment or series of Investments in any single issuer or group of affiliated issuers that would result in the aggregate then-current outstanding principal amount of such Investment or series of Investments exceeding (A) 10% of Total Investment Commitments (or 20% prior to the Final Closing Date), exclusive of any Bridge Investment or (B) 20% of Total Investment Commitments (or 25% prior to the Final Closing Date), inclusive of any Bridge Investment; or (ii) to make any Investment or series of Investments that would cause the aggregate then-current outstanding principal amount of Bridge Investments to exceed 20% of Total Investment Commitments at the time any Bridge Investment is made; provided, that any Bridge Investment that is not refinanced or otherwise repaid within 12 months of the date of such Bridge Investment shall be treated as a permanent Investment in a Portfolio Company and not a Bridge Investment; or (iii) to make any Investment or series of Investments that would result in the aggregate then-current outstanding principal amount of Investments in Instruments of issuers that are not domiciled, or do not have their principal place of business, in the United States or Canada and where the underlying assets related to such Instruments are located outside of the United States or Canada to exceed 20% of Total Investment Commitments; or (iv) to make any Investment or series of Investments that would result in the aggregate then-current outstanding principal amount of Investments in any single industry (as determined by the Master Fund General Partner) to exceed 25% of Total Investment Commitments; or (v) to make any Investment or series of Investments that would result in the aggregate then-current outstanding principal amount of any Opportunistic Investment to exceed 20% of Total Investment Commitments; or; (vi) to make any Investment in or otherwise purchase an interest in any investment fund or Securitized Product sponsored by the Investment Manager or an Affiliate thereof, that provides for compensation in the form of a management fee, incentive or performance-based fees or “carried interest” allocations or other compensation to be paid to the Investment Manager or an Affiliate thereof in respect of the Master FundPartnership’s direct or indirect Investment in such investment fund or Securitized Product (unless the Master FundPartnership’s proportionate share of such compensation (based on the proportion of the Master FundPartnership’s investment in such investment fund or Securitized Product to the total investment in such investment fund or Securitized Product) is either waived, rebated to the Master Fund Partnership or offset on a dollar-for-dollar basis against carried interest distributions the Carried Interest or management fees Fixed Investment Management Fees paid by the Master Fund Partnership to the Special Limited Partner and/or the Investment Manager). For the avoidance of doubt, this clause (vi) of this Section 8.7(b) shall not apply to any other management fee, incentive or performance-based fee or “carried interest” allocation or other compensation to be paid to the Investment Manager or an Affiliate thereof by the Master Fund; orPartnership; (vii) to make any Investment or series of Investments that would result in the Master Fund Partnership having aggregate then-current outstanding principal amount of Investments in any non-U.S. dollar denominated Investments in excess of 5% of Total Investment Commitments; or (viii) to make any Investment in short sales or derivatives with the primary purpose of speculative investment purposes (provided that, for the avoidance of doubt, the foregoing does not limit or prevent the Master Fund Partnership from entering into derivatives for hedging purposes, including for hedging interest rate, currency, commodity and other investment risks of the Master FundPartnership). The limitations set forth in clauses (i) through (viii) of this Section 8.7(b) shall apply with respect to any given Investment on an “as incurred” basis only, as of the date the Master Fund Partnership enters into a definitive commitment (i.e., as of the applicable “trade” or commitment date) to consummate such Investment (and not, for the avoidance of doubt, as of the actual consummation or funding date of such if such date is later). (c) Notwithstanding anything to the contrary in this Agreement, the General Partner shall not cause or permit the Partnership (directly or indirectly through its investment in the Master Fund) to make any Investment in a CLO Investment.