Subject to any other limitations set forth herein, if at any time following December 31, 2024, the Board and Parent approve (and, in the case of any sale or other fundamental change which requires the approval of the Board pursuant to the Delaware Act, the Board shall have approved such sale or other fundamental transaction) a Liquidity Event (collectively an “Approved Sale”), each holder of Equity Securities will vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale is structured as # a merger or consolidation or asset sale or other transaction for which dissenter’s, appraisal or similar rights are available under applicable law, each holder of Equity Securities will waive any dissenter’s rights, appraisal rights or similar rights in connection with such transaction, or # a sale of Units (including by recapitalization, consolidation, reorganization, combination or otherwise), each holder of Equity Securities will agree to sell all of its Units and rights to acquire Units on the terms and conditions approved by the Board and Parent. Each holder of Equity Securities will take all necessary and appropriate actions in connection with the consummation of the Approved Sale as requested by Parent and the Company, including without limitation voting such holder’s Units that are voting units and any other voting securities of the Company over which such holder has voting control in favor of such Approved Sale. In order to secure the performance by such holder of his, her or its obligations under this [Section 12.8], such holder hereby appoints each CG Board Member as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his, her or its Units that are voting units and any other voting securities of the Company over which such holder has voting control in favor of an Approved Sale and such other matters as provided for in this [Section 12.8]. Each CG Board Member may exercise the proxy granted to it hereunder by such holder at any time (and from time to time) if such holder fails to comply with its obligations under this [Section 12.8]. The proxies and powers granted by such holder pursuant to this [Section 12.8] are coupled with an interest and are given to secure the performance obligations under this [Section 12.8] and are irrevocable and shall survive the death, incompetency, disability, bankruptcy or dissolution of such holder and any subsequent holder of his, her or its Units or right to acquire Units. No holder of Units and no holder of rights to acquire Units shall grant any proxy or become party to any voting trust or other agreement (whether written or oral) that is inconsistent with, conflicts with or violates any provision of this [Section 12.8].

Nothing in this Agreement shall prevent MPT and/or the Group Companies from:

Approved Customers. Licensee shall sell and shall require that its Distributors sell, Licensed Products only to # those specialty shops, department stores and retail outlets, including E-Commerce accounts, whose operations are consistent with the prestige of the Trademarks and THL’s sales policies and which have been pre-approved in writing by THL in its sole discretion, (together with the accounts set forth in [clauses (c) and (d) herein], “Approved Accounts”), # THL and its Affiliates, Licensed Stores and Licensed Sites # corporate accounts for the use of the employees of such corporate accounts (“Approved Corporate Accounts”), provided such accounts have been approved in writing by THL and provided further that such accounts do not sell alcohol, tobacco, gaming or firearms products; and # advertising specialty companies for resale only to Approved Corporate Accounts, for the use of their employees, and not for resale, provided that such advertising specialty companies shall, prior to receiving any Licensed Products from Licensee, execute an agreement providing for such limitation on resale. [Exhibit G] sets forth a list of Approved Accounts as of the Effective Date. Prior to the opening of each selling season and whenever Licensee wishes to sell Licensed Products to customers not previously approved, Licensee shall submit a list of its proposed customers for THL’s written approval. THL shall have the right to revoke its approval of an Approved Account or Approved Corporate Account upon 30 days prior written notice to Licensee, if THL determines in its sole discretion that the customer no longer meets its standards. Notwithstanding the foregoing, Licensee shall be permitted to fulfill any orders to such account that were firm prior to such revocation. Licensee shall use all commercially reasonable efforts to prevent its customers from selling Licensed Products outside of the Territory. If any such sales occurs after THL has advised Licensee of such sales, Licensee shall stop selling Licensed Products to such customer and such customer shall cease being an Approved Account hereunder. THL may, at Licensee’s expense, purchase any Licensed Products found in the marketplace that Licensee has sold to unapproved customers.

The Lessee shall only use partitions in the Premises which have received the prior written approval of the Lessor and in installing partitions the Lessee shall ensure that they accord with plans and specifications previously approved by the Lessor and the Lessee shall not make any additions or alterations to partitions without first obtaining the written approval of the Lessor which approval shall not be unreasonably withheld.

Approved Users. Notwithstanding any contrary provision of this Section 14, Tenant may, from time to time during the Term (as the same may be extended, without Landlord’s consent and without application of [Sections 14.3 or 14.4]4], permit other professionals (each, an “Approved User”) to occupy space within the Premises during the Term (as the same may be extended) while such party is performing services with, or for, Tenant, provided that # Tenant does not separately demise such space and the Approved User uses, in common with Tenant, one common entryway to the Premises; # Approved Users do not occupy, in the aggregate, more than 15% of the rentable square footage of the Premises; # the Approved User uses such space for the Permitted Use and for no other purpose; and # before the Approved User begins occupancy, # Tenant notifies Landlord in writing of the Approved User’s identity, and # the Approved User executes and delivers to Landlord an agreement substantially in the form of Exhibit S. Tenant shall cause each Approved User, and each of its employees and licensees, to comply with the provisions of the Lease, and each Approved User, and each of its employees and licensees, shall be deemed licensees of Tenant for purposes of Tenant’s obligations under [Section 10.1]. No use or occupancy of any portion of the Premises by an Approved User shall release or excuse Tenant from any obligation hereunder or create a landlord/tenant relationship between Landlord and such Approved User. Landlord shall not be required to provide any notice to any Approved User.

Approved Equipment. Projects with any Major Equipment not manufactured by an Approved Manufacturer do not exceed ​(​) of the STC DC nameplate MW of all Borrower Projects.

Approved Supplier. The Parties acknowledge that [[Surmodics:Organization]] is already, as of the Effective Date, an Abbott approved supplier. [[Surmodics:Organization]] shall use reasonable efforts to maintain its status as an Abbott approved supplier and to maintain the approved status of [[Surmodics:Organization]]’ applicable manufacturing facility(ies), provided that Abbott’s requirements for [[Surmodics:Organization]] to maintain its approved supplier status are generally consistent with Abbott’s corresponding requirements for suppliers of other products to Abbott. [[Surmodics:Organization]] acknowledges that execution of a mutually agreed upon Quality Agreement in respect of this Agreement is a requirement to maintain its status as an Abbott approved supplier.

Fund Liability. In accordance with [Section 3.7] of the Trust Agreement, the Authorized Participant agrees and consents (the “Consent”) to look solely to the assets (the “Fund Assets”) of the particular Fund in controversy and to the Managing Owner and its assets for payment in respect of any claim against or obligation of such Fund. The Fund Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of that particular Fund, including, without limitation, funds delivered to the Trust for the purchase of Shares in such Fund. In furtherance of the Consent, the Authorized Participant agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) against a Fund incurred, contracted for or otherwise existing shall be subject to the following limitations:

Trust Fund. The Company may establish a Trust Fund for the purpose of retaining assets set aside by the Company pursuant to the Trust Agreement for payment of all or a portion of the benefits payable pursuant to [Article V] of the Plan. Any such benefits not paid from a Trust Fund shall be paid from the Company's general assets. The Trust Fund, if such shall be established, shall be subject to the claims of general creditors of the Company in the event the Company is Insolvent.

Fund Liability. In accordance with [Section 3.7] of the Trust Agreement, the Authorized Participant agrees and consents (the “Consent”) to look solely to the assets (the “Fund Assets”) of the particular Fund in controversy and to the Managing Owner and its assets for payment in respect of any claim against or obligation of such Fund. The Fund Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of that particular Fund, including, without limitation, funds delivered to the Trust for the purchase of Shares in such Fund. In furtherance of the Consent, the Authorized Participant agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) against a Fund incurred, contracted for or otherwise existing shall be subject to the following limitations: