Extract to table

Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Partnership Agreement

For the avoidance of doubt, the transfer of the Transferred Interest shall include the transfer of the Unfunded Commitment associated therewith, and the Transferee shall be obligated to fund such Unfunded Commitment in accordance with the terms of the Partnership Agreement from and after the Transfer Date

The General Partner shall promptly notify both the Transferor and the Transferee in writing upon the occurrence of the Transfer Date

If all conditions precedent have not been satisfied or waived within sixty (60) calendar days following the date of this Agreement (or such later date as the Parties may agree in writing), either Party may terminate this Agreement by written notice to the other Parties, and this Agreement shall thereupon be of no further force or effect, except that the provisions of Section 7

10 (Confidentiality) shall survive such termination

that relate to the period prior to the Transfer Date; (b) In no event shall the transfer of the Transferred Interest release the Transferor from any liability, obligation, or claim arising from or relating to the Transferor's fraud, willful misconduct, gross negligence, or breach of any representation, warranty, covenant, or obligation under the Partnership Agreement or this Agreement occurring prior to the Transfer Date; and (c) The Transferor acknowledges and agrees that, to the extent the Transferor retains any interest in the Partnership following a partial transfer, the Transferor shall remain subject to all terms and conditions of the Partnership Agreement with respect to such retained interest