Extract to table

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

The EPA contains a customary closing condition requiring, among other things, that no Material Adverse Effect (as defined in the EPA) shall have occurred with respect to the Target between the date of execution of the EPA and the closing date

The Limited Partner's unfunded commitment of Two Hundred Seventy-Seven Million Four Hundred Seventy-Two Thousand Five Hundred Dollars ($277,472,500) remains an outstanding obligation of the Limited Partner under the LP Agreement, but such commitment shall not be callable during the capital call suspension period

Similarly, the GP's unfunded commitment of Twenty-Seven Thousand Seven Hundred Fifty Dollars ($27,750) shall not be callable during the suspension period

04(b) of the LP Agreement and the reporting obligations set forth in the Side Letter, the GP shall provide quarterly status reports to the Limited Partner during the dormancy period

Upon receipt of a valid Wind-Down Election Notice, the GP shall commence the orderly wind-down and dissolution of the Partnership in accordance with Article XII of the LP Agreement