Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indenture. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture: (a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the Assets, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the Assets, pursuant to their respective Governing Instruments; (b) receive fees for services of any nature rendered to the issuer of any obligations included in the Assets; (c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor; (d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets; (e) make a market in any Collateral Obligations or in any Notes; and (f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.
Appears in 13 contracts
Samples: Collateral Management Agreement (Blue Owl Credit Income Corp.), Collateral Management Agreement (Blue Owl Credit Income Corp.), Collateral Management Agreement (Blue Owl Credit Income Corp.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Placement Agent, the Noteholders, the Preferred Shareholders or beneficial owners any of the Securities their respective Affiliates or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureentity. Without prejudice to limiting the generality of the foregoing, the Collateral Manager or any of its Affiliates and any the directors, officers, partners, employees and agents of the Collateral Manager or and its Affiliates may, among other things, and subject to any limits specified in the Indentureapplicable law:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its any of the Issuer’s Affiliates or any issuer of any obligations securities included in the AssetsCollateral, to the extent permitted by their Governing Instrumentsits constituting documents, as from time to time amended, supplemented or otherwise modified or by any resolutions duly adopted by the Issuer or any of the Issuer, its ’s Affiliates or any issuer of any obligations securities included in the AssetsCollateral, pursuant to their respective Governing Instrumentsconstituting documents;
(b) receive fees for services of any nature rendered to the issuer of any obligations securities included in the AssetsCollateral or any other party;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its any of the Issuer’s Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer or any of the Issuer, its ’s Affiliates or any issuer of any obligation security included in the AssetsCollateral or any Affiliate of such issuer;
(e) make a market in any security included in the Collateral Obligations or in any Notesthe Securities; and
(f) subject to Section 9 hereof, serve as a member of any “creditors’ committeeboard” or informal workout group with respect to any obligation security included in the Assets Collateral which is, has become, or, in the Collateral Manager’s reasonable opinion, may become become, a Defaulted ObligationSecurity. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) investment management and advisory furnish services of any kind to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets Collateral and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations Debt Securities or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations Debt Securities or the Eligible Investments. The Collateral Manager will and any of its Affiliates shall be free, in its or their sole discretion, to make recommendations to others, or others and to effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets Collateral. It is understood and agreed that the Issuermembers, officers and directors of the Collateral Manager may engage in any other business activity or render services for its own account or to any other Person or serve as partners, employees, officers or directors of any other firm or corporation. Nothing Subject to applicable law, nothing contained in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, Affiliates from acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those monitored or directed by the Collateral Manager to be purchased sold hereunder or sold on behalf of under the IssuerIndenture. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Affiliates, and any officer, director, stockholder or their respective Related Persons employee of the Collateral Manager or any such Affiliate or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of issued by the same Obligor or issuer, as those monitored or whose sale or purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationshipshereunder. Unless the Collateral Manager determines in its sole discretion that such purchase is required by the terms of the Indenture to cause the Issuer to sell a Collateral Debt Security or sale may be appropriatean Eligible Investment, the Collateral Manager may refrain from directing the purchase or sale hereunder of such securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their its Affiliates’ officers, directors, partners directors or employees are directors or officers, ; (ii) Persons for which the Collateral Manager or any of its Affiliates acts act as financial adviser advisor or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has have information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. If the Collateral Manager, or any Affiliate thereof with respect to which the Collateral Manager exercises investment control over the investment decisions of itself or any other Person (such Person, a “Manager Party”) owns any security that is issued by the same issuer as, and is substantially similar in terms of seniority, security (including available guarantees or other credit support) and right of payment to, a Collateral Debt Security owned by the Issuer (such security owned by a Manager Party, a “Corresponding Security”) and a Manager Party intends to dispose of such Corresponding Security, unless the Collateral Manager is required by the terms of the Indenture, the Collateral Manager shall have no obligation to cause the Issuer to sell the related Collateral Debt Security held by the Issuer and the Collateral Manager shall not be liable to the Issuer, any Noteholder or any other person for its decision not to sell the related Collateral Debt Security held by the Issuer if in the reasonable business judgment of the Collateral Manager the retention of such Collateral Debt Security is in the best interests of the Issuer. The Collateral Manager shall not be obligated to utilize with respect to the Assets Collateral any particular investment transaction opportunity of which it becomes aware or to pursue any particular investment strategyaware.
Appears in 5 contracts
Samples: Collateral Management Agreement, Collateral Management Agreement (Taberna Realty Finance Trust), Collateral Management Agreement (Taberna Realty Finance Trust)
Additional Activities of the Collateral Manager. (a) Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities Class A Notes or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the IndenturePerson. Without prejudice to the generality of the foregoing, the Collateral Manager or any of and its Affiliates and any their respective members, managers, directors, officers, partnersstockholders, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the IndentureIndenture and to the extent permitted by applicable law:
(ai) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the AssetsCollateral, to the extent permitted by their Governing Instrumentsorganizational documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations securities included in the AssetsCollateral, pursuant to their respective Governing Instrumentsorganizational documents;
(bii) receive fees for services of any nature rendered to the any issuer of any obligations included in the AssetsCollateral; provided, that (i) if any portion of such services is related to any obligations included in the Collateral, the portion of such fees, if any, that are payable to the Issuer and included within the definition of “Principal Proceeds” in the Indenture relating to such obligations shall be deposited in the Collection Account and (ii) with respect to such services, the Collateral Manager is not acting as an agent for the Issuer;
(ciii) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(div) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation obligations included in the AssetsCollateral or any Affiliate thereof;
(ev) make a market in any Collateral Obligations Obligation, Eligible Investment or in any the Class A Notes; andprovided, that with respect to such market, the Collateral Manager is not acting as agent for the Issuer;
(fvi) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets Collateral which is, has become, or, in the Collateral Manager’s reasonable opinion, may become become, a Defaulted Obligation. ; and
(vii) act as collateral manager, investment manager or investment advisor for any other entity which invests in securities in connection with collateralized debt obligation transactions and in accordance with investment policies and objectives similar to that of the Issuer; provided, that the Collateral Manager may not take any such action if such action would require registration of the Issuer as an “investment company” under the Investment Company Act or violate any provisions of federal or applicable state law or any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer.
(b) It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies different from or similar to those followed by of the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, type as the Collateral Obligations Obligations, Equity Securities or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations Obligations, Equity Securities or the Eligible Investments. The Collateral Manager will shall be free, free in its sole discretion, discretion to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and Collateral. The Issuer acknowledges that transactions in a specific Collateral Obligation may not be accomplished for all accounts of the Issuer. Collateral Manager’s clients at the same time or the same price.
(c) Nothing contained in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the IssuerIssuer hereunder. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Affiliates, and any officer, director, member, manager or their respective Related Persons employee of the Collateral Manager or any such Affiliate or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, hereunder.
(d) The Issuer acknowledges that the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account ability of the Collateral Manager and its Affiliates to effect and/or recommend transactions related to the Collateral Obligations may be restricted by applicable regulatory requirements in the United States or any Affiliate elsewhere and/or the Collateral Manager’s internal policies designed to comply with such requirements. Without limitation of the foregoing, when the Collateral Manager or another client an Affiliate is engaged in an underwriting or other distribution of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in securities of a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuercompany, the Collateral Manager may consider in certain circumstances be prohibited from purchasing or recommending the purchase of certain securities of that company for its relationships with other clients (including Obligors and issuers) clients. Without limitation of the foregoing, the Collateral Manager and its Affiliates may also be prohibited from effecting certain transactions for the Issuer’s account with or through its Affiliates. The Collateral Manager may decline to make a particular investment , when acting as agent for another customer as well as the Issuer in view respect of such relationshipsa particular transaction, or from acting as the counterparty on a transaction with the Issuer. If not prohibited, the Collateral Manager is nonetheless not required to effect transactions for the Issuer’s account with or through the Collateral Manager’s Affiliates and other clients of the Collateral Manager and/or its Affiliates or in instances in which the Collateral Manager or its Affiliates have multiple interests.
(e) Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners agents, stockholders or employees are directors or officersemployees, (ii) Persons for which the Collateral Manager or any of its Affiliates acts act as financial adviser or underwriter or and (iii) Persons about which the Collateral Manager or any of its Affiliates has have information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize exploit any particular investment opportunity that may arise with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyCollateral.
Appears in 4 contracts
Samples: Collateral Management Agreement, Collateral Management Agreement (FS Investment Corp II), Collateral Management Agreement (FS Investment CORP)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Collateral Trustee, the Holders or beneficial owners of the Securities or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indenture. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the Assets, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the Assets, pursuant to their respective Governing Instruments;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the Assets;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations or in any NotesDebt; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.
Appears in 3 contracts
Samples: Collateral Management Agreement (Blue Owl Credit Income Corp.), Collateral Management Agreement (Owl Rock Core Income Corp.), Collateral Management Agreement (Owl Rock Core Income Corp.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indenture. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the Assets, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the Assets, pursuant to their respective Governing Instruments;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the Assets;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations or in any NotesSecurities; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.
Appears in 3 contracts
Samples: Collateral Management Agreement (Blue Owl Technology Finance Corp. II), Collateral Management Agreement (Blue Owl Technology Income Corp.), Collateral Management Agreement (Blue Owl Capital Corp)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Collateral Trustee, the Holders or beneficial owners of the Securities Debt or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indenture. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the Assets, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the Assets, pursuant to their respective Governing Instruments;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the Assets;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations or in any NotesDebt; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.
Appears in 2 contracts
Samples: Collateral Management Agreement (Blue Owl Capital Corp), Collateral Management Agreement (Blue Owl Credit Income Corp.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, the Placement Agents, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates mayManager, among other thingsaffiliates of the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, members, shareholders, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the or on behalf of Issuer, its Affiliates affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any affiliate thereof) pursuant to their respective Governing InstrumentsOrganizational Instruments or otherwise;
(b) receive fees for services of any nature whatever nature, including, without limitation, origination, closing, structuring and other fees, rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, affiliates and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any affiliate thereof;
(e) subject to any applicable provisions in Section 3 or Section 5, sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(f) arrange, structure, originate or syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser for Persons issuing securities backed by loans and other assets similar to the Assets, collateralized loan obligation included vehicles, separately managed accounts, private funds or other pooled investment vehicles and other similar investment vehicles owned in whole or in part by any of the Assets which isCollateral Manager, has becomeany affiliate thereof, orany other Related Person or any nonaffiliated third party. As a result, such individuals and Persons may possess information relating to Obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that the Collateral Manager does not expect to maintain information barriers with respect to confidential communications which restrict the Collateral Manager from purchasing securities for itself, its affiliates or its Clients. The officers, employees or affiliates of the Collateral Manager may possess information relating to Obligors and issuers of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material non-public information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of the Issuer. The Collateral Manager in its discretion may not, may become a Defaulted Obligationor if required by applicable law will not, direct the Trustee to acquire or sell Collateral Obligations, Equity Securities or Eligible Investments issued by (i) Persons of which the Collateral Manager, any of its affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such obligations or securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) affiliates may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliatesaffiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Owners, their affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account Collateral Manager, any of its affiliates, any Client of the Collateral Manager or of its affiliates and any Affiliate of other Person with whom the Collateral Manager or another client of the Collateral Manager or has entered into any Affiliateco-investment arrangement, as applicable, the Collateral Manager will allocate such investment opportunities across such Persons Person for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and Internal Policies, (ii) any allocation policies (and/or co-investment policy or agreement entered into with any such Person, as such policies and procedures applicable, as each may change be amended from time to time in the sole discretion of the Collateral Manager) time, and (iiiii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients its Clients (including Obligors and issuers) and its Affiliatesaffiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges and agrees that the Collateral Manager determines and its affiliates may make and/or hold investments on behalf of themselves or on behalf of their respective Clients in its sole discretion an Obligor’s or issuer’s obligations or securities that such purchase or sale may be appropriatepari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Issuer, or otherwise may have interests different from or adverse to those of the Issuer and may consider such interests in the course of managing the Collateral Manager may refrain from directing Obligations held by the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 2 contracts
Samples: Collateral Management Agreement (NewStar Financial, Inc.), Collateral Management Agreement (NewStar Financial, Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates mayManager, among other thingsaffiliates of the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, members, shareholders, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any affiliate thereof) pursuant to their respective Governing InstrumentsOrganizational Instruments or otherwise;
(b) receive fees for services of any nature whatever nature, including, without limitation, origination, closing, structuring and other fees, rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, affiliates and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any affiliate thereof;
(e) subject to any applicable provisions in Section 3 or Section 5, sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser for Persons issuing securities backed by loans and other assets similar to the Assets, collateralized loan obligation included vehicles, separately managed accounts, private funds or other pooled investment vehicles and other similar investment vehicles owned in whole or in part by any of the Assets which isCollateral Manager, has becomeany affiliate thereof, orany other Related Person or any nonaffiliated third party. As a result, such individuals and Persons may possess information relating to Obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that the Collateral Manager does not expect to maintain information barriers with respect to confidential communications which restrict the Collateral Manager from purchasing securities for itself, its affiliates or its Clients. The officers, employees or affiliates of the Collateral Manager may possess information relating to Obligors and issuers of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material non-public information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of the Issuer. The Collateral Manager in its discretion may not, may become a Defaulted Obligationor if required by applicable law will not, direct the Trustee to acquire or sell Collateral Obligations, Equity Securities or Eligible Investments issued by (i) Persons of which the Collateral Manager, any of its affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such obligations or securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) affiliates may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliatesaffiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Owners, their affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account Collateral Manager, any of its affiliates, any Client of the Collateral Manager or of its affiliates and any Affiliate of other Person with whom the Collateral Manager or another client of the Collateral Manager or has entered into any Affiliateco-investment arrangement, as applicable, the Collateral Manager will allocate such investment opportunities across such Persons Person for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and Internal Policies, (ii) any allocation policies (and/or co-investment policy or agreement entered into with any such Person, as such policies and procedures applicable, as each may change be amended from time to time in the sole discretion of the Collateral Manager) time, and (iiiii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients its Clients (including Obligors and issuers) and its Affiliatesaffiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges that the Collateral Manager determines and its affiliates may make and/or hold investments in its sole discretion an Obligor’s or issuer’s obligations or securities that such purchase or sale may be appropriatepari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Issuer, or otherwise have interests different from or adverse to those of the Issuer and may consider such interests in the course of managing the Collateral Manager may refrain from directing Obligations held by the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 2 contracts
Samples: Collateral Management Agreement, Collateral Management Agreement (NewStar Financial, Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Collateral Administrator, the Placement Agent, the Co-Structuring Agent, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partnersemployees, employees shared personnel and agents of the Collateral Manager or its Manager, Affiliates mayof the Collateral Manager, among other thingsRelated Persons of the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, shared personnel, members, shareholders, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any nature whatever nature, including, without limitation, origination, closing, structuring and other fees, rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to any applicable provisions in Section 3 or Section 5, sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser for Persons issuing securities backed by loans and other assets similar to the Assets, collateralized loan obligation included vehicles, separately managed accounts, private funds or other pooled investment vehicles and other similar investment vehicles. As a result, such individuals and Persons may possess information relating to Obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that the Collateral Manager does not expect to maintain information barriers with respect to confidential communications which restrict the Collateral Manager from purchasing securities for itself or its Clients. The officers, employees, managers or Affiliates of the Collateral Manager may possess information relating to Obligors and issuers of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material non-public information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of its Clients, may become including the Issuer. Unless the Collateral Manager determines in its sole discretion that a Defaulted ObligationTransaction complies with the provisions of Section 5, the Collateral Manager will not direct the Trustee to acquire or sell Collateral Obligations, Equity Securities or Eligible Investments issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of their officers, directors, employees or shared personnel are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such obligations or securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client Client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and Internal Policies, (ii) any allocation policies (and/or co-investment policy or agreement entered into by the Collateral Manager with any Person, as such policies and procedures may change modified from time to time in the sole discretion of the Collateral Manager) and (iiiii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless It is understood that, to the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriateextent permitted by applicable law, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates and/or Related Persons or any member of its their families may have an interest in a particular transaction or their officersin an obligation of the same kind or class, directorsor an obligation of a different kind or class of the same issuer, partners as those whose purchase or employees are directors or officerssale the Collateral Manager may direct hereunder. In the event that, (ii) Persons in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to acquire the same Collateral Obligation both for which the Issuer and for the account of the Collateral Manager or any of its Affiliates acts or Related Persons, the Collateral Manager will seek to allocate the executions among the accounts in a manner it deems fair and equitable over time in accordance with its applicable internal policies and procedures (as financial adviser such policies and procedures may change from time to time in the sole discretion of the Collateral Manager, the “Internal Policies”) and applicable law. The Issuer acknowledges and agrees that neither the Collateral Manager nor any of its Affiliates is under any obligation to offer any investment opportunities of which they become aware to the Issuer or underwriter to account to the Issuer for (or (iiishare with the Issuer or inform the Issuer of) Persons about which any such transaction or any benefit received from any such transaction by the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable lawAffiliates. The Collateral Manager shall and/or its Affiliates may make an investment on their own behalf or on behalf of any Client without offering the investment opportunity or making any investment on behalf of the Issuer and, accordingly, investment opportunities may not be allocated among all such Clients. The Issuer acknowledges that affirmative obligations may arise in the future, whereby the Collateral Manager and/or its Affiliates are obligated to utilize with respect offer certain investments to Clients before or without the Collateral Manager’s offering those investments to the Assets Issuer. The Issuer agrees that the Collateral Manager may make investments on behalf of the Issuer in securities or obligations that it has declined to invest in or enter into for its own account, the account of any particular of the Collateral Manager or its Affiliates or the account of any other Client. The Issuer further acknowledges and agrees that the Collateral Manager and its Affiliates may make and/or hold investments on behalf of themselves or on behalf of their respective Clients in an Obligor’s or issuer’s obligations or securities that may be pari passu, senior or junior in ranking to an investment opportunity in such Obligor’s or issuer’s obligations or securities made and/or held by the Issuer, or otherwise may have interests different from or adverse to those of which it becomes aware or to pursue any particular investment strategythe Issuer and may consider such interests in the course of managing the Collateral Obligations held by the Issuer.
Appears in 2 contracts
Samples: Collateral Management Agreement, Collateral Management Agreement (PennantPark Floating Rate Capital Ltd.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging The HPS Entities may engage in its customary businesses, or from rendering other businesses and render services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureentity. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any the principals, partners, members, managers, equity holders, directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates HPS Entities may, among other things, and subject to any limits specified in this Agreement or in the Indenture:
(a) serve as directors (whether supervisory or managing), officers, partners, officersmembers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the AssetsAssets or their respective Affiliates, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the AssetsAssets or their respective Affiliates, pursuant to their respective Governing Instruments; provided, however, that nothing in this paragraph shall be deemed to limit the duties of the Collateral Manager set forth in Section 2 hereof;
(b) receive fees for services of any nature rendered to the issuer obligor of any obligations included in the AssetsAssets or any such issuer’s Affiliates;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an any security or obligation of or equity interest in, the Issuerobligor of a Collateral Asset;
(d) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates, its Affiliates or any issuer of any obligation included in the Assetsand be paid therefor, on an arm’s-length basis;
(e) subject to Section 5, sell any Collateral Asset to, or purchase or acquire a Collateral Asset from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, act as a distributor of or make a market in any Collateral Obligations Asset and receive fees and other compensation from the Issuer and other parties in connection therewith; provided that any such fees or in other compensation shall be allocated to the Issuer if and to the extent required under the policies and procedures of the HPS Entities with respect to clients with investment policies and objectives similar to that of the Issuer (including, for the avoidance of doubt, private funds on the direct lending platform of HPS); provided further that the allocable portion of any Notes; andfees otherwise payable to the Collateral Manager solely for the syndication of any Collateral Assets held by the Issuer will be payable to and be income of the Issuer;
(fg) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, become or, in the Collateral Manager’s opinionreasonable judgment may become, may become a Defaulted Obligation; and
(h) act as collateral manager or investment manager for any other entity, including any entity which invests in obligations of the same type as the Collateral Assets and in accordance with investment policies and objectives similar to that of the Issuer. It is understood that the services of the Collateral Manager to the Issuer are not to be deemed exclusive, and the HPS Entities shall be free to engage in any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) render investment management and advisory services to others, including Affiliates and other Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments Assets, or other obligations or securities of the Obligors or issuers obligors of the Collateral Obligations or the Eligible InvestmentsAssets. The Collateral Manager HPS Entities will be free, in its their sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and on behalf of the Issuer. Nothing in Without limiting the Indenture or this Agreement shall prevent generality of the foregoing, the Collateral Manager will be entitled to contract for and receive (and retain) any fees earned by an HPS Entity in its capacity as an administrative agent, syndication agent, collateral agent, loan servicer or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of similar capacity in connection with the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf investments of the Issuer. It is understood that, to the extent permitted by applicable lawSection 5 hereof, the Collateral ManagerHPS Entities, its Affiliates and any officer, director, stockholder, or their respective Related Persons employee of an HPS Entity or any member of their families or a Person advised by the Collateral Manager or its Affiliates an HPS Entity may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyhereunder.
Appears in 2 contracts
Samples: Collateral Management Agreement (HPS Corporate Lending Fund), Collateral Management Agreement (HPS Corporate Lending Fund)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates (including the Investment Adviser) from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person regardless of whether such business is in competition with the Issuer or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureotherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any whatever nature rendered to the obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b) and Section 5, applicable law and the applicable provisions of the Indenture sell any Collateral Obligation or Eligible Investment to, or purchase any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included in the Assets which isvehicles, has becomecollateralized loan obligation vehicles and other similar warehousing, or, in financing or investment vehicles. The Issuer acknowledges that the Collateral Manager’s opinionManager may be prevented from causing the Issuer to transact in certain assets due, may become a Defaulted Obligation. among other things, to internal restrictions imposed on the Collateral Manager regarding the possession and use of material and/or non-public information and certain restrictions of the 1940 Act regarding co-investments with affiliates.
(i) It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engageincluding the Investment Adviser) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors obligor or issuers issuer of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its AffiliatesAffiliates (including the Investment Adviser), acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates (including the Investment Adviser) or their respective Related Persons or any member of their families or a Person person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreementhereunder. IfIn the event that, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate (including the Investment Adviser) of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance appropriate, consistent with (i1) its internal conflicts conflict of interest and allocation policies policies, (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii2) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Act and (including Obligors 3) if and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity extent applicable, certain restrictions of which it becomes aware or to pursue any particular investment strategythe 1940 Act regarding co-investments with affiliates.
Appears in 2 contracts
Samples: Collateral Management Agreement (TICC Capital Corp.), Collateral Management Agreement (TICC Capital Corp.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates mayManager, among other thingsaffiliates of the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, members, shareholders, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any affiliate thereof) pursuant to their respective Governing InstrumentsOrganizational Instruments or otherwise;
(b) receive fees for services of any nature whatever nature, including, without limitation, origination, closing, structuring and other fees, rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, affiliates and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any affiliate thereof;
(e) subject to any applicable provisions in Section 3 or Section 5, sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser for Persons issuing securities backed by loans and other assets similar to the Assets, collateralized loan obligation included vehicles, separately managed accounts, private funds or other pooled investment vehicles and other similar investment vehicles owned in whole or in part by any of the Assets which isCollateral Manager, has becomeany affiliate thereof, orany other Related Person or any nonaffiliated third party. As a result, such individuals and Persons may possess information relating to Obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that the Collateral Manager does not expect to maintain information barriers with respect to confidential communications which restrict the Collateral Manager from purchasing securities for itself, its affiliates or its Clients. The officers, employees or affiliates of the Collateral Manager may possess information relating to Obligors and issuers of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material non-public information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of the Issuer. The Collateral Manager in its discretion may not, may become a Defaulted Obligationor if required by applicable law will not, direct the Trustee to acquire or sell Collateral Obligations, Equity Securities or Eligible Investments issued by (i) Persons of which the Collateral Manager, any of its affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such obligations or securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) affiliates may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliatesaffiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Owners, their affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account Collateral Manager, any of its affiliates, any Client of the Collateral Manager or of its affiliates and any Affiliate of other Person with whom the Collateral Manager or another client of the Collateral Manager or has entered into any Affiliateco-investment arrangement, as applicable, the Collateral Manager will allocate such investment opportunities across such Persons Person for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and Internal Policies, (ii) any allocation policies (and/or co-investment policy or agreement entered into with any such Person, as such policies and procedures applicable, as each may change be amended from time to time in the sole discretion of the Collateral Manager) time, and (iiiii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients its Clients (including Obligors and issuers) and its Affiliatesaffiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges and agrees that the Collateral Manager determines and its affiliates may make and/or hold investments on behalf of themselves or on behalf of their respective Clients in its sole discretion an Obligor’s or issuer’s obligations or securities that such purchase or sale may be appropriatepari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Issuer, or otherwise may have interests different from or adverse to those of the Issuer and may consider such interests in the course of managing the Collateral Manager may refrain from directing Obligations held by the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (NewStar Financial, Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any holder or beneficial owners owner of the Securities a Note or their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any issuer Affiliate thereof, or for any obligor in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any whatever nature rendered to the issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this AgreementAffiliates, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any issuer Affiliate thereof or any obligor of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b), Section 5 and applicable law sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation, Equity Security or Eligible Investment from the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing or financing vehicles or other investment vehicles. As a result, such individuals may possess information relating to obligors of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such other investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. The officers or Affiliates of the Collateral Manager may possess information relating to obligors of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material nonpublic information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of its clients, may become including the Issuer. Unless the Collateral Manager determines in its sole discretion that a Defaulted ObligationTransaction complies with the provisions of Section 5, the Collateral Manager will not direct the Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. For the avoidance of doubt, the Trustee will have no obligation or duty to ensure compliance with the foregoing. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to or different from those followed by the Collateral Manager with respect to the Assets and which may own securities or debt obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or debt obligations or securities of the Obligors or issuers obligors of the Collateral Obligations or the Eligible InvestmentsInvestments as well as other assets that are the same or similar to other assets owned by the Issuer. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same item of Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and allocation policies (Internal Policies, as such policies and procedures the same may change be amended from time to time in the sole discretion of the Collateral Manager) and time, (ii) any applicable requirements of the Advisers ActAct and (iii) any allocation and/or co-investment policy or agreement entered into with any such entity. The Collateral Manager shall use commercially reasonable efforts to allocate such investment opportunities in a manner that will be fair and equitable over time. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges that the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, and its Affiliates or any of its their other clients may make and/or hold investments in an obligor’s obligations or their officerssecurities that may be pari passu, directorssenior or junior in ranking to an investment in such obligor’s obligations or securities made and/or held by the Issuer, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (Golub Capital BDC 3, Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, the Co-Placement Agent, any Holder or beneficial owners owner of the Securities Notes or their respective Affiliates or any other Person regardless of whether such business is in competition with the Issuer or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureotherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Workout Loans, Restructured Loans, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Workout Loans, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for loan origination or services of any whatever nature rendered to the obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Workout Loans, Restructured Loans, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any obligor or issuer of any obligation included in the AssetsCollateral Obligation, Workout Loan, Restructured Loan, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(d) and Section 5, sell any Collateral Obligation, Workout Loan, Restructured Loan or Eligible Investment to, or purchase or acquire any Collateral Obligation or Equity Security or Eligible Investment from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or Eligible Investment and receive fees and other compensation from the Issuer and other parties in any Notes; andconnection therewith;
(fg) serve as a member of any “creditors’ board,” “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Workout Loan, Restructured Loan, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing, financing or other investment vehicles. As a result, such individuals may possess information relating to obligors and issuers of Collateral Obligations that is (i) not known to or (ii) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that the Collateral Manager may be prevented from causing the Issuer to transact in certain assets due to internal restrictions imposed on the Collateral Manager regarding the possession and use of material and/or non-public information. Unless the Collateral Manager determines in its sole discretion that such Transaction complies with the provisions of Section 5, the Collateral Manager will not direct the Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager’s opinion, may become a Defaulted Obligationany of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager and its Affiliates will be free, in its their sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or Manager, its Affiliates or their respective Related Persons may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreementhereunder. IfIn the event that, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell acquire the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate employ allocation procedures consistent with such investment opportunities across such Persons for which such opportunities are appropriate procedures as it and its Affiliates (including the Manager Parties and their advisory affiliates) may have in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change place from time to time in for the sole discretion of the Collateral Manager) BDC Advisor and (ii) any applicable requirements of the Advisers Actits advisory affiliates. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer agrees that neither the Collateral Manager determines in nor any of its sole discretion Affiliates is under any obligation to offer all investment opportunities of which they become aware to the Issuer or to account to the Issuer for (or share with the Issuer or inform the Issuer of) any such transaction or any benefit received by them from any such transaction. The Issuer understands that such purchase the Collateral Manager and/or its Affiliates may have, for their own accounts or sale may be appropriatefor the accounts of others, portfolios with substantially the same portfolio criteria as are applicable to the Issuer. Furthermore, the Collateral Manager and/or its Affiliates may refrain from directing make an investment on behalf of any Client or on their own behalf without offering the purchase investment opportunity or sale hereunder making any investment on behalf of the Issuer and, accordingly, investment opportunities may not be allocated among all such Clients. The Issuer acknowledges that affirmative obligations may arise in the future, whereby the Collateral Manager and/or its Affiliates are obligated to offer certain investments to Clients before or without the Collateral Manager’s offering those investments to the Issuer. The Issuer agrees that the Collateral Manager may make investments on behalf of the Issuer in securities or obligations that it has declined to invest in or enter into for its own account, the account of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the account of any other Client. The Issuer acknowledges that the Collateral Manager or any of and its Affiliates has information which may make and/or hold investments in an obligor’s or issuer’s obligations or securities that may be pari passu, senior or junior in ranking to an investment in such obligor’s or issuer’s obligations or securities made and/or held by the Collateral Manager deems confidential or non-public Issuer, or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (Nuveen Churchill Private Capital Income Fund)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Placement Agent, the Co-Placement Agent, any Holder or beneficial owners owner of the Securities Debt or their respective Affiliates or any other Person regardless of whether such business is in competition with the Issuer or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureotherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the Indenture:
Collateral Manager may: (a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Workout Loans, Restructured Loans, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Workout Loans, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
; (b) receive fees for loan origination or services of any whatever nature rendered to the obligor or issuer in respect of any obligations included in the Assets;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations or in any Notes; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinionObligations, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to othersWorkout Loans, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same classRestructured Loans, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager Equity Securities or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.thereof;
Appears in 1 contract
Samples: Collateral Management Agreement (Nuveen Churchill Direct Lending Corp.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities Debt or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indenturelaw. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the Assets, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the Assets, pursuant to their respective Governing Instruments; provided, that such activity could not reasonably be expected to have a material adverse effect on any item of the Assets;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the Assets; provided, that such activity could not reasonably be expected to have a material adverse effect on any item of the Assets; and provided, further, that if any portion of such services are related to any obligations included in the Assets, the portion of such fees relating to such obligations shall be for the account of the Issuer;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor; provided, that such activity could not reasonably be expected to have a material adverse effect on any item of the Assets;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations, Workout Obligations, Workout Obligations or in any NotesDebt; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may default or otherwise become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations, Workout Obligations, Workout Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors or issuers of the Collateral Obligations, Workout Obligations, Workout Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Affiliates, and any officer, director, stockholder, partner, member, manager or their respective Related Persons employee of the Collateral Manager or any such Affiliate or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationshipshereunder. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyaware.
Appears in 1 contract
Samples: Collateral Management Agreement (AG Twin Brook Capital Income Fund)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any holder or beneficial owners owner of the Securities a Note or their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any whatever nature rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this AgreementAffiliates, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b), Section 5 and applicable law sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation, Equity Security or Eligible Investment from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing or financing vehicles or other investment vehicles. As a result, such individuals may possess information relating to Obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such other investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. The officers or Affiliates of the Collateral Manager may possess information relating to Obligors of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material non-public information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer's investments may be constrained as a consequence of the Collateral Manager’s opinion's inability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of its clients, may become including the Issuer. Unless the Collateral Manager determines in its sole discretion that a Defaulted ObligationTransaction complies with the provisions of Section 5, the Collateral Manager will not direct the Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to or different from those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible InvestmentsInvestments as well as other assets that are the same or similar to other assets owned by the Issuer. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same item of Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and allocation policies (Internal Policies, as such policies and procedures the same may change be amended from time to time in the sole discretion of the Collateral Manager) and time, (ii) any applicable requirements of the Advisers ActAct and (iii) any allocation and/or co-investment policy or agreement entered into with any such entity. The Collateral Manager shall use commercially reasonable efforts to allocate such investment opportunities in a manner that will be fair and equitable over time. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges that the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, and its Affiliates or any of its their other clients may make and/or hold investments in an Obligor’s or their officersissuer’s obligations or securities that may be pari passu, directorssenior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Issuer, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (Golub Capital Investment Corp)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging engaging, to the extent permitted by law and not prohibited hereby or by the Indenture, in its customary other businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureentity. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager, Affiliates of the Collateral Manager, and the Collateral Manager or its Affiliates may, subject to the Indenture and applicable law, among other things, and subject to any limits specified in the Indenture:
: (a) serve as directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Instruments;
Organizational Instruments on an arm’s-length basis; provided that such activity will, in the reasonable belief of the Collateral Manager, have no material adverse effect on the Assets (including the enforceability thereof); (b) receive fees for services of any whatever nature rendered to the obligor or issuer in respect of any obligations included of the Collateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof; provided that such activity, in the reasonable belief of the Collateral Manager, shall have no material adverse effect on the Assets;
; (c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
, on an arm’s-length basis; (d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, in the Issuer, its Affiliates Issuer or any Affiliate thereof or any obligor or issuer of any obligation included in Collateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof; provided that the Assets;
Collateral Manager may not hold any such interest if the existence of such interest would require registration of the Issuer as an “investment company” under the Investment Company Act or violate the Indenture; (e) subject to Section 3(b) and Section 5 hereof, dispose of any Collateral Obligation or Eligible Investment to, or acquire any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent; i.underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any NotesEligible Investment; and
(f) serve ii.serve as a member of any “creditors’ board,” “creditors’ committee” or informal workout similar creditor group with respect to any obligation included in the Assets which isCollateral Obligation, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) , Eligible Investment or Equity Security; or 9 iii.act as collateral manager, portfolio manager, investment management and advisory services to others, including Persons which may have manager and/or investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or nonsub-public or otherwise might prohibit it from trading such securities or obligations adviser in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular collateralized bond obligation vehicles, collateralized loan obligation vehicles and other similar investment opportunity of which it becomes aware or to pursue any particular investment strategyvehicles.
Appears in 1 contract
Samples: Collateral Management Agreement
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities Noteholders or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indenturelaw. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in this Agreement, the IndentureIndenture or any Pre-Closing Agreements:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the AssetsCollateral, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the AssetsCollateral, pursuant to their respective Governing Instruments; provided, that such activity shall have no material adverse effect on any item of the Collateral or the Pre-Closing Collateral, as applicable;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the AssetsCollateral or the Pre-Closing Collateral, as applicable; provided, that such activity shall have no material adverse effect on any item of the Collateral or the Pre- Closing Collateral, as applicable; and provided further, that if any portion of such services are related to any obligations included in (i) the Collateral, the portion of such fees relating to such obligations shall be deposited into the Collection Account or (ii) the Pre-Closing Collateral, the portion of such fees relating to such obligations shall be deposited into the Proceeds Account (as defined in the Pre-Closing Agreements);
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor; provided, that such activity shall (i) have no material adverse effect on any item of the Collateral, (ii) not adversely affect the interests of the Holders of the Securities, or the Insurer (so long as it is the Controlling Party) in any material respect (other than as expressly permitted hereunder or under the Indenture), (iii) not cause the Issuer to be subject to withholding or other taxes, fees or assessments and shall not cause the Issuer to be treated as engaged in a United States trade or business or otherwise subject to U.S. federal, state or local income taxation and (iv) not cause either of the Co-Issuers or the pool of Collateral to become an investment company required to be registered under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”);
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the AssetsPre-Closing Collateral or the Collateral;
(e) purchase or sell any obligation included in the Collateral to the Issuer while acting in the capacity of principal or agent, only in compliance with the provisions of Section 3 of this Agreement and of Section 3.4(a) of the Indenture and the Reinvestment Criteria;
(f) make a market in any Collateral Obligations Debt Security or in any Notesthe Notes (provided that with respect to such market the Collateral Manager is not acting as agent for the Issuer); and
(fg) subject to Section 9 hereof, serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets Collateral which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted ObligationSecurity. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets Collateral or the Pre-Closing Collateral and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations Debt Securities or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations Debt Securities or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and Collateral or the IssuerPre-Closing Collateral. Nothing contained in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuerhereunder. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Affiliates, and any officer, director, stockholder, partner or their respective Related Persons employee of the Collateral Manager or any such Affiliate or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationshipshereunder. Unless the Collateral Manager determines in its sole discretion reasonable business judgment that such purchase or sale may be is appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities to or obligations of from (i) Persons of which the Collateral Manager, its Affiliates or any of its or their its Affiliates’ officers, directors, partners partners, stockholders or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets Collateral or the Pre-Closing Collateral any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyaware.
Appears in 1 contract
Samples: Collateral Management Agreement (GSC Investment LLC)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any Holder or beneficial owners owner of the Securities Notes or their respective Affiliates or any other Person regardless of whether such business is in competition with the Issuer or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureotherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Workout Loans, Restructured Loans, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Workout Loans, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for loan origination or services of any whatever nature rendered to the obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Workout Loans, Restructured Loans, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any obligor or issuer of any obligation included in the AssetsCollateral Obligation, Workout Loan, Restructured Loan, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(d) and Section 5, sell any Collateral Obligation, Workout Loan, Restructured Loan or Eligible Investment to, or purchase or acquire any Collateral Obligation or Equity Security or Eligible Investment from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or Eligible Investment and receive fees and other compensation from the Issuer and other parties in any Notes; andconnection therewith;
(fg) serve as a member of any “creditors’ board,” “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Workout Loan, Restructured Loan, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing, financing or other investment vehicles. As a result, such individuals may possess information relating to obligors and issuers of Collateral Obligations that is (i) not known to or (ii) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that the Collateral Manager may be prevented from causing the Issuer to transact in certain assets due to internal restrictions imposed on the Collateral Manager regarding the possession and use of material and/or non-public information. Unless the Collateral Manager determines in its sole discretion that such Transaction complies with the provisions of Section 5, the Collateral Manager will not direct the Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager’s opinion, may become a Defaulted Obligationany of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager and its Affiliates will be free, in its their sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or Manager, its Affiliates or their respective Related Persons may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreementhereunder. IfIn the event that, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell acquire the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate employ allocation procedures consistent with such investment opportunities across such Persons for which such opportunities are appropriate procedures as it and its Affiliates (including the Manager Parties and their advisory affiliates) may have in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change place from time to time in for the sole discretion of the Collateral Manager) BDC Advisor and (ii) any applicable requirements of the Advisers Actits advisory affiliates. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer agrees that neither the Collateral Manager determines in nor any of its sole discretion Affiliates is under any obligation to offer all investment opportunities of which they become aware to the Issuer or to account to the Issuer for (or share with the Issuer or inform the Issuer of) any such transaction or any benefit received by them from any such transaction. The Issuer understands that such purchase the Collateral Manager and/or its Affiliates may have, for their own accounts or sale may be appropriatefor the accounts of others, portfolios with substantially the same portfolio criteria as are applicable to the Issuer. Furthermore, the Collateral Manager and/or its Affiliates may refrain from directing make an investment on behalf of any Client or on their own behalf without offering the purchase investment opportunity or sale hereunder making any investment on behalf of the Issuer and, accordingly, investment opportunities may not be allocated among all such Clients. The Issuer acknowledges that affirmative obligations may arise in the future, whereby the Collateral Manager and/or its Affiliates are obligated to offer certain investments to Clients before or without the Collateral Manager’s offering those investments to the Issuer. The Issuer agrees that the Collateral Manager may make investments on behalf of the Issuer in securities or obligations that it has declined to invest in or enter into for its own account, the account of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the account of any other Client. The Issuer acknowledges that the Collateral Manager or any of and its Affiliates has information which may make and/or hold investments in an obligor’s or issuer’s obligations or securities that may be pari passu, senior or junior in ranking to an investment in such obligor’s or issuer’s obligations or securities made and/or held by the Collateral Manager deems confidential or non-public Issuer, or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (Nuveen Churchill Direct Lending Corp.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, the Placement Agent, the Noteholders, the Preferred Shareholders or beneficial owners any of the Securities their respective Affiliates or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureentity. Without prejudice to limiting the generality of the foregoing, the Collateral Manager or any of its Affiliates and any the directors, officers, partners, employees and agents of the Collateral Manager or and its Affiliates may, among other things, and subject to any limits specified in the Indentureapplicable law:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its any of the Issuer’s Affiliates or any issuer of any obligations securities included in the AssetsCollateral, to the extent permitted by their Governing Instrumentsits constituting documents, as from time to time amended, supplemented or otherwise modified or by any resolutions duly adopted by the Issuer or any of the Issuer, its ’s Affiliates or any issuer of any obligations securities included in the AssetsCollateral, pursuant to their respective Governing Instrumentsconstituting documents;
(b) receive fees for services of any nature rendered to the issuer of any obligations securities included in the AssetsCollateral or any other party;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its any of the Issuer’s Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer or any of the Issuer, its ’s Affiliates or any issuer of any obligation security included in the AssetsCollateral or any Affiliate of such issuer;
(e) make a market in any security included in the Collateral Obligations or in any Notesthe Securities; and
(f) subject to Section 9 hereof, serve as a member of any “creditors’ committeeboard” or informal workout group with respect to any obligation security included in the Assets Collateral which is, has become, or, in the Collateral Manager’s reasonable opinion, may become become, a Defaulted ObligationSecurity. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) investment management and advisory furnish services of any kind to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets Collateral and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations Debt Securities or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations Debt Securities or the Eligible Investments. The Collateral Manager will and any of its Affiliates shall be free, in its or their sole discretion, to make recommendations to others, or others and to effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets Collateral. It is understood and agreed that the Issuermembers, officers and directors of the Collateral Manager may engage in any other business activity or render services for its own account or to any other Person or serve as partners, employees, officers or directors of any other firm or corporation. Nothing Subject to applicable law, nothing contained in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, Affiliates from acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those monitored or directed by the Collateral Manager to be purchased sold hereunder or sold on behalf of under the IssuerIndenture. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Affiliates, and any officer, director, stockholder or their respective Related Persons employee of the Collateral Manager or any such Affiliate or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of issued by the same Obligor or issuer, as those monitored or whose sale or purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationshipshereunder. Unless the Collateral Manager determines in its sole discretion that such purchase is required by the terms of the Indenture to cause the Issuer to sell a Collateral Debt Security or sale may be appropriatean Eligible Investment, the Collateral Manager may refrain from directing the purchase or sale hereunder of such securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their its Affiliates’ officers, directors, partners directors or employees are directors or officers, ; (ii) Persons for which the Collateral Manager or any of its Affiliates acts act as financial adviser advisor or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has have information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. If the Collateral Manager, or any Affiliate thereof with respect to which the Collateral Manager exercises investment control over the investment decisions of itself or any other Person (such Person, a “Manager Party”) owns any security that is issued by the same issuer as, and is substantially similar in terms of seniority, security (including available guarantees or other credit support) and right of payment to, a Collateral Debt Security owned by the Issuer (such security owned by a Manager Party, a “Corresponding Security”) and a Manager Party intends to dispose of such Corresponding Security, unless the Collateral Manager is required by the terms of the Indenture, the Collateral Manager shall have no obligation to cause the Issuer to sell the related Collateral Debt Security held by the Issuer and the Collateral Manager shall not be liable to the Issuer, any Noteholder or any other person for its decision not to sell the related Collateral Debt Security held by the Issuer if in the reasonable business judgment of the Collateral Manager the retention of such Collateral Debt Security is in the best interests of the Issuer. The Collateral Manager shall not be obligated to utilize with respect to the Assets Collateral any particular investment transaction opportunity of which it becomes aware or to pursue any particular investment strategyaware.
Appears in 1 contract
Samples: Collateral Management Agreement (Taberna Realty Finance Trust)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any holder or beneficial owners owner of the Securities Notes or their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any issuer Affiliate thereof, or for any obligor in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any whatever nature rendered to the issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this AgreementAffiliates, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any issuer Affiliate thereof or any obligor of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b), Section 5 and applicable law sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation, Equity Security or Eligible Investment from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing or financing vehicles or other investment vehicles. As a result, such individuals may possess information relating to obligors of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such other investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. The officers or Affiliates of the Collateral Manager may possess information relating to obligors of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material nonpublic information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of its clients, may become including the Issuer. Unless the Collateral Manager determines in its sole discretion that a Defaulted ObligationTransaction complies with the provisions of Section 5, the Collateral Manager will not direct the Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. For the avoidance of doubt, the Trustee will have no obligation or duty to ensure compliance with the foregoing. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to or different from those followed by the Collateral Manager with respect to the Assets and which may own securities or debt obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or debt obligations or securities of the Obligors or issuers obligors of the Collateral Obligations or the Eligible InvestmentsInvestments as well as other assets that are the same or similar to other assets owned by the Issuer. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same item of Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and allocation policies (Internal Policies, as such policies and procedures the same may change be amended from time to time in the sole discretion of the Collateral Manager) and time, (ii) any applicable requirements of the Advisers ActAct and (iii) any allocation and/or co-investment policy or agreement entered into with any such entity. The Collateral Manager shall use commercially reasonable efforts to allocate such investment opportunities in a manner that will be fair and equitable over time. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges that the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, and its Affiliates or any of its their other clients may make and/or hold investments in an obligor’s obligations or their officerssecurities that may be pari passu, directorssenior or junior in ranking to an investment in such obligor’s obligations or securities made and/or held by the Issuer, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (Golub Capital Private Credit Fund)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging engaging, to the extent permitted by law and not prohibited hereby or by the Indenture, in its customary other businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Collateral Trustee, the Holders or beneficial owners of the Securities or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureentity. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager, Affiliates of the Collateral Manager, and the Collateral Manager or its Affiliates may, subject to the Indenture and applicable law, among other things, and subject to any limits specified in the Indenture:
: (a) serve as directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities, Loss Mitigation Loans or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments, Loss Mitigation Loans or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Instruments;
Organizational Instruments on an arm’s-length basis; provided that such activity will, in the reasonable belief of the Collateral Manager, have no material adverse effect on the Assets (including the enforceability thereof); (b) receive fees for services of any whatever nature rendered to the obligor or issuer in respect of any obligations included of the Collateral Obligations, Eligible Investments, Loss Mitigation Loans or Equity Securities or any Affiliate thereof; provided that such activity, in the reasonable belief of the Collateral Manager, shall have no material adverse effect on the Assets;
; (c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations or in any Notes; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.
Appears in 1 contract
Samples: Collateral Management Agreement (Barings Private Credit Corp)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indenture. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the Assets, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the Assets, pursuant to their respective Governing Instruments;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the Assets;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations or in any NotesDebt; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.
Appears in 1 contract
Samples: Collateral Management Agreement (Blue Owl Capital Corp III)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Collateral Trustee, the Holders or beneficial owners of the Securities or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indenture. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the Assets, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the Assets, pursuant to their respective Governing Instruments;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the Assets;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations or in any NotesDebt; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the United States Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.
Appears in 1 contract
Samples: Collateral Management Agreement (Blue Owl Credit Income Corp.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Collateral Trustee, the Holders Collateral Administrator, the Placement Agent, the Co-Structuring Agent, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partnersemployees, employees shared personnel and agents of the Collateral Manager or its Manager, Affiliates mayof the Collateral Manager, among other thingsRelated Persons of the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, shared personnel, members, shareholders, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any nature whatever nature, including, without limitation, origination, closing, structuring and other fees, rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to any applicable provisions in Section 3 or Section 5, sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board,” “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser for Persons issuing securities backed by loans and other assets similar to the Assets, collateralized loan obligation included vehicles, separately managed accounts, private funds or other pooled investment vehicles and other similar investment vehicles. As a result, such individuals and Persons may possess information relating to Obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise conflict with the interests of the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that the Collateral Manager does not expect to maintain information barriers with respect to confidential communications which restrict the Collateral Manager from purchasing securities for itself or its Clients. The officers, employees, managers or Affiliates of the Collateral Manager may possess information relating to Obligors and issuers of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material non-public information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of itself, may become the Issuer or other relevant persons. Unless the Collateral Manager determines in its sole discretion that a Defaulted ObligationTransaction complies with the provisions of Section 5, the Collateral Manager will not direct the Collateral Trustee to acquire or sell Collateral Obligations, Equity Securities or Eligible Investments issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of their officers, directors, employees or shared personnel are directors or officers, (ii) Persons of which the Collateral Manager or any of its Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such obligations or securities in accordance with applicable law. It is understood that the Collateral Manager and Related Persons may engage in any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by of the Collateral Manager with respect to the Assets Issuer and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The A Collateral Manager Related Person will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or this Agreement shall prevent the a Collateral Manager or any of its AffiliatesRelated Person, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell acquire the same Collateral Obligation both for the Issuer, and Issuer that one or more Collateral Manager Related Persons determine to be advisable for either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client other Clients of the one or more Collateral Manager or any AffiliateRelated Persons, the Collateral Manager will allocate such investment opportunities will be allocated across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest Internal Policies and applicable law, (ii) any allocation policies (and/or co-investment policy or agreement entered into by relevant Collateral Manager Related Persons with any Person, as such policies and procedures may change modified from time to time in the sole discretion of the Collateral Manager) and (iiiii) any to the extent applicable requirements of to a Collateral Manager Related Person, the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients others (including Obligors and issuers) Obligors, issuers and its Affiliates). The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless It is understood that, to the extent permitted by applicable law, Collateral Manager determines Related Persons, their respective personnel or any member of their respective families may have an interest in its sole discretion that such a particular transaction or in an obligation of the same kind or class, or an obligation of a different kind or class of the same issuer, as those whose purchase or sale may be appropriate, the Collateral Manager may refrain direct hereunder. The Issuer acknowledges and agrees that no Collateral Manager Related Person is under any obligation to offer any investment opportunities of which they become aware to the Issuer or to account to the Issuer for (or share with the Issuer or inform the Issuer of) any such transaction or any benefit received from directing any such transaction by the purchase Collateral Manager Related Person. A Collateral Manager Related Person may make an investment on its own behalf or sale hereunder on behalf of any Client without offering the investment opportunity or making any investment on behalf of the Issuer and, accordingly, investment opportunities may not be allocated among all potential participants. The Issuer acknowledges that affirmative obligations may arise in the future, whereby one or more Collateral Manager Related Persons and/or its Affiliates are obligated to offer certain investments to others before or without the Collateral Manager offering those investments to the Issuer. The Issuer agrees that the Collateral Manager may make investments on behalf of the Issuer in securities or obligations that it or a Collateral Manager Related Person has declined to invest in or enter into for its own account or the account of (i) Persons any other person. The Issuer further acknowledges and agrees that a Collateral Manager Related Person may make and/or hold investments on behalf of which itself or on behalf of its respective Clients in an Obligor’s or issuer’s obligations or securities that may be pari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Issuer, or otherwise may have interests different from or adverse to those of the Issuer and may consider such interests in the course of managing the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which Obligations held by the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (PennantPark Floating Rate Capital Ltd.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesBorrower, the TrusteeAdministrative Agent, the Holders any Lender, any Subordinated Lender or beneficial owners of the Securities their respective Affiliates or any other Person regardless of whether such business is in competition with the Borrower or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureotherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Borrower or any Affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsWarehouse Assets or any Affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and underlying instruments, as from time to time amended, or by any resolutions duly adopted by the IssuerBorrower, its Affiliates or any Obligor or issuer in respect of any obligations included in of the Assets, Warehouse Assets (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for loan origination or services of any whatever nature rendered to the Obligor or issuer in respect of any obligations included in of the AssetsWarehouse Assets or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer Borrower or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Borrower or any Affiliate thereof or any Obligor or issuer of any obligation included in the AssetsWarehouse Assets or any Affiliate thereof;
(e) subject to Section 3(b) and Section 5, sell any Warehouse Asset or Eligible Investment to, or purchase or acquire any Warehouse Asset or Eligible Investment from, the Borrower while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations or Warehouse Assets and receive fees and other compensation from the Borrower and other parties in any Notes; andconnection therewith;
(fg) serve as a member of any “creditors’ board,” “creditors’ committee” or informal workout similar creditor group with respect to any Warehouse Assets; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing, financing or other investment vehicles. As a result, such individuals may possess information relating to Obligors and issuers of Warehouse Assets that is (i) not known to or (ii) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Warehouse Assets and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orBorrower and otherwise create conflicts of interest for the Borrower. The Xxxxxxxx acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Borrower’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Borrower. The Borrower acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess applicable material, non-public information. The Borrower acknowledges that the Collateral Manager may be prevented from causing the Borrower to transact in certain assets due to internal restrictions imposed on the Collateral Manager regarding the possession and use of material and/or non-public information. Unless the Collateral Manager determines in its sole discretion that such Transaction complies with the provisions of Section 5, the Collateral Manager will not direct the Borrower to acquire or sell securities issued by (i) Persons of which the Collateral Manager’s opinion, may become a Defaulted Obligationany of its affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) affiliates may engage in any other business and have furnished (and expect to continue to furnish) investment management and furnish advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Warehouse Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments Warehouse Assets or other securities or obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible InvestmentsWarehouse Assets. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerWarehouse Assets. Nothing in the Indenture or Credit Agreement and this Agreement shall prevent the Collateral Manager or any of its Affiliatesaffiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the IssuerBorrower. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Owners, their affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreementhereunder. IfIn the event that, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell enter into a transaction with respect to the same Collateral Obligation Warehouse Assets both for the IssuerBorrower, and either the proprietary account of the Collateral Manager or any Affiliate affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate employ allocation procedures consistent with such investment opportunities across such Persons for which such opportunities are appropriate procedures as may be in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change place from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Acttime. The Issuer Borrower agrees that, in the course of managing the Collateral Obligations Warehouse Assets held by the IssuerBorrower, the Collateral Manager may consider its relationships with other clients Clients (including Obligors and issuers) and its Affiliatesaffiliates. The Collateral Manager may decline to make a particular investment for the Issuer Borrower in view of such relationships. Unless The Borrower agrees that neither the Collateral Manager determines in nor any of its sole discretion affiliates is under any obligation to offer all investment opportunities of which they become aware to the Borrower or to account to the Borrower for (or share with the Borrower or inform the Borrower of) any such transaction or any benefit received by them from any such transaction. The Borrower understands that such purchase the Collateral Manager and/or its affiliates may have, for their own accounts or sale may be appropriatefor the accounts of others, portfolios with substantially the same portfolio criteria as are applicable to the Borrower. Furthermore, the Collateral Manager and/or its affiliates may refrain from directing make an investment on behalf of any Client or on their own behalf without offering the purchase investment opportunity or sale hereunder making any investment on behalf of the Borrower and, accordingly, investment opportunities may not be allocated among all such Clients. The Borrower acknowledges that affirmative obligations may arise in the future, whereby the Collateral Manager and/or its affiliates are obligated to offer certain investments to Clients before or without the Collateral Manager’s offering those investments to the Borrower. The Borrower agrees that the Collateral Manager may make investments on behalf of the Borrower in securities or obligations that it has declined to invest in or enter into for its own account, the account of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or its affiliates or the account of any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which other Client. The Borrower acknowledges that the Collateral Manager and its affiliates may make and/or hold investments in an Obligor’s or any of its Affiliates has information which issuer’s obligations or securities that may be pari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Collateral Manager deems confidential or non-public Borrower, or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyBorrower.
Appears in 1 contract
Samples: Warehouse Collateral Management Agreement (Apollo Debt Solutions BDC)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any holder or beneficial owners owner of the Securities Debt or their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any issuer Affiliate thereof, or for any obligor in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any whatever nature rendered to the issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this AgreementAffiliates, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any issuer Affiliate thereof or any obligor of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b), Section 5 and applicable law sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation, Equity Security or Eligible Investment from the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing or financing vehicles or other investment vehicles. As a result, such individuals may possess information relating to obligors of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such other investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. The officers or Affiliates of the Collateral Manager may possess information relating to obligors of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material nonpublic information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of its clients, may become including the Issuer. Unless the Collateral Manager determines in its sole discretion that a Defaulted ObligationTransaction complies with the provisions of Section 5, the Collateral Manager will not direct the Collateral Agent to acquire or sell securities issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. For the avoidance of doubt, the Collateral Agent will have no obligation or duty to ensure compliance with the foregoing. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to or different from those followed by the Collateral Manager with respect to the Assets and which may own securities or debt obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or debt obligations or securities of the Obligors or issuers obligors of the Collateral Obligations or the Eligible InvestmentsInvestments as well as other assets that are the same or similar to other assets owned by the Issuer. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or Indenture, the Credit Agreement and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same item of Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and allocation policies (Internal Policies, as such policies and procedures the same may change be amended from time to time in the sole discretion of the Collateral Manager) and time, (ii) any applicable requirements of the Advisers ActAct and (iii) any allocation and/or co-investment policy or agreement entered into with any such entity. The Collateral Manager shall use commercially reasonable efforts to allocate such investment opportunities in a manner that will be fair and equitable over time. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges that the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, and its Affiliates or any of its their other clients may make and/or hold investments in an obligor’s obligations or their officerssecurities that may be pari passu, directorssenior or junior in ranking to an investment in such obligor’s obligations or securities made and/or held by the Issuer, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (GOLUB CAPITAL BDC, Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesBorrower, the TrusteeAdministrative Agent, the Holders Collateral Agent, any Lender, any other Secured Party or beneficial owners of the Securities their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureBorrower or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Borrower or any Affiliate thereof, or for any obligor or issuer in respect of any obligations included in of the AssetsCollateral Loans, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Constituent Documents and Related Contracts, as from time to time amended, or by any resolutions duly adopted by the IssuerBorrower, its Affiliates or any obligor or issuer in respect of any obligations included in of the AssetsCollateral Loans, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing InstrumentsConstituent Documents;
(b) receive fees for services of any whatever nature rendered to the obligor or issuer in respect of any obligations included in of the AssetsCollateral Loans, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this AgreementAgreement to the Borrower or its Affiliates, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Borrower or any Affiliate thereof or any obligor or issuer of any obligation included in the AssetsCollateral Loan, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b), Section 5 and applicable law sell any Collateral Loan or Eligible Investment to, or purchase or acquire any Collateral Loan, Equity Security or Eligible Investment or asset held by an SPV Subsidiary from, the Borrower while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Loan, Equity Security, Eligible Investment or in asset held by any Notes; andSPV Subsidiary;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Loan, Defaulted Loan, Eligible Investment, Equity Security or asset held by any SPV Subsidiary; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing or financing vehicles or other investment vehicles. As a result, such individuals may possess information relating to obligors and issuers of Collateral Loans that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Loans and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orBorrower and otherwise create conflicts of interest for the Borrower. The Borrower acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Borrower’s investments and they have no duty, in making or managing such other investments, to act in a way that is favorable to the Borrower. The Borrower acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. The officers or Affiliates of the Collateral Manager may possess information relating to obligors of Collateral Loans that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Loans and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material nonpublic information that limits the ability of the Collateral Manager to effect a transaction for the Borrower, and the Borrower’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of its clients, may become including the Borrower. Unless the Collateral Manager determines in its sole discretion that a Defaulted ObligationTransaction complies with the provisions of Section 5, the Collateral Manager will not direct the Collateral Agent to acquire or sell securities issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to or different from those followed by the Collateral Manager with respect to the Assets Collateral and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations Loans or the Eligible Investments or other securities or obligations or securities of the Obligors obligors or issuers of the Collateral Obligations Loans or the Eligible InvestmentsInvestments as well as other assets that are the same or similar to other assets owned by the Borrower. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerCollateral. Nothing in the Indenture or Credit Agreement and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the IssuerBorrower. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor obligor or issuer, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation Loans both for the IssuerBorrower, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and allocation policies (Internal Policies, as such policies and procedures the same may change be amended from time to time in the sole discretion of the Collateral Manager) and time, (ii) any applicable requirements of the Advisers ActAct and (iii) any allocation and/or co-investment policy or agreement entered into with any such entity. The Issuer Collateral Manager shall use commercially reasonable efforts to allocate such investment opportunities in a manner that will be fair and equitable over time. The Borrower agrees that, in the course of managing the Collateral Obligations Loans held by the IssuerBorrower, the Collateral Manager may consider its relationships with other clients Clients (including Obligors obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer Borrower in view of such relationships. Unless The Borrower acknowledges that the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, and its Affiliates or any of its their other clients may make and/or hold investments in an obligor’s or their officersissuer’s obligations or securities that may be pari passu, directorssenior or junior in ranking to an investment in such obligor’s or issuer’s obligations or securities made and/or held by the Borrower, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyBorrower.
Appears in 1 contract
Samples: Collateral Management Agreement (Golub Capital Private Credit Fund)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates mayManager, among other thingsaffiliates of the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, members, shareholders, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the or on behalf of Issuer, its Affiliates affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any affiliate thereof) pursuant to their respective Governing InstrumentsOrganizational Instruments or otherwise;
(b) receive fees for services of any nature whatever nature, including, without limitation, origination, closing, structuring and other fees, rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, affiliates and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any affiliate thereof or any Obligor or issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations Obligation, Eligible Investment or in any Notes; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager Equity Security or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.affiliate thereof;
Appears in 1 contract
Samples: Collateral Management Agreement (NewStar Financial, Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Placement Agent, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates mayManager, among other thingsaffiliates of the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, members, shareholders, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by or on behalf of the Issuer, its Affiliates affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any affiliate thereof) pursuant to their respective Governing InstrumentsOrganizational Instruments or otherwise;
(b) receive fees for services of any nature whatever nature, including, without limitation, origination, closing, structuring and other fees, rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, affiliates and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any affiliate thereof;
(e) subject to any applicable provisions in Section 3 or Section 5, sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser for Persons issuing securities backed by loans and other assets similar to the Assets, collateralized loan obligation included vehicles, separately managed accounts, private funds or other pooled investment vehicles and other similar investment vehicles owned in the Assets which is, has become, or, whole or in part by any of the Collateral Manager, any affiliate thereof, any other Related Person or any nonaffiliated third party. As a result, such individuals and Persons may possess information relating to Obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s opinioninvestments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that the Collateral Manager does not expect to maintain information barriers with respect to confidential communications which restrict the Collateral Manager from purchasing securities for itself, its affiliates or its Clients. The officers, employees or affiliates of the Collateral Manager may become possess information relating to Obligors and issuers of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material non-public information that limits the ability of the Collateral Manager to effect a Defaulted Obligationtransaction for the Issuer, and the Issuer's investments may be constrained as a consequence of the Collateral Manager's inability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of the Issuer. The Collateral Manager in its discretion may not, or if required by applicable law will not, direct the Trustee to acquire or sell Collateral Obligations, Equity Securities or Eligible Investments issued by (i) Persons of which the Collateral Manager, any of its affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such obligations or securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) affiliates may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliatesaffiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Owners, their affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account Collateral Manager, any of its affiliates, any Client of the Collateral Manager or of its affiliates and any Affiliate of other Person with whom the Collateral Manager or another client of the Collateral Manager or has entered into any Affiliateco-investment arrangement, as applicable, the Collateral Manager will allocate such investment opportunities across such Persons Person for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and Internal Policies, (ii) any allocation policies (and/or co-investment policy or agreement entered into with any such Person, as such policies and procedures applicable, as each may change be amended from time to time in the sole discretion of the Collateral Manager) time, and (iiiii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients its Clients (including Obligors and issuers) and its Affiliatesaffiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges and agrees that the Collateral Manager determines and its affiliates may make and/or hold investments on behalf of themselves or on behalf of their respective Clients in its sole discretion an Obligor’s or issuer’s obligations or securities that such purchase or sale may be appropriatepari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Issuer, or otherwise may have interests different from or adverse to those of the Issuer and may consider such interests in the course of managing the Collateral Manager may refrain from directing Obligations held by the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (NewStar Financial, Inc.)
Additional Activities of the Collateral Manager. (a) Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Placement Agent, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person regardless of whether such business is in competition with the Issuer or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureotherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(ai) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(bii) receive fees for services of any whatever nature rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(ciii) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(div) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(ev) subject to Section 3(b) and Section 5, applicable law and the applicable provisions of the Indenture sell any Collateral Obligation or Eligible Investment to, or purchase any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(vi) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fvii) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(viii) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation vehicles, collateralized loan obligation vehicles and other similar warehousing, financing or investment vehicles.
(b) The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate individuals who make investment decisions from others who might possess applicable material, non-public information. The Issuer acknowledges that the Collateral Manager may be prevented from causing the Issuer to transact in certain assets due, among other things, to internal restrictions imposed on the Collateral Manager regarding the possession and use of material and/or non-public information and certain restrictions of the Investment Company Act regarding co-investments with Affiliates. The Collateral Manager will not have any liability to the Issuer or any Holder of any Note for the failure to disclose such information or for taking, or failing to take, any action based upon such information.
(c) The Collateral Manager or any of its Affiliates may acquire or sell assets, for its own account or for the accounts of its Clients, without either requiring or precluding the acquisition or sale of such assets for the account of the Issuer. Such investments may be the same as or different from those made on behalf of the Issuer. In the event that, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to acquire the same Collateral Obligation both for the Issuer and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another Client of the Collateral Manager, the Collateral Manager will allocate investment opportunities across such entities for which such opportunities are appropriate, consistent with (1) its internal conflict of interest and allocation policies, (2) any applicable requirements of the Advisers Act and (3) if and to the extent applicable, certain restrictions of the Investment Company Act regarding co-investments with Affiliates.
(d) The Issuer acknowledges and agrees that the Collateral Manager and its Affiliates may invest for their own accounts or for the accounts of others in assets that would be appropriate investments for the Issuer. The Issuer acknowledges that the Collateral Manager and its Affiliates may enter into, for their own accounts or for the accounts of others, credit default swaps relating to Obligors and issuers with respect to the Collateral Obligations included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. Assets.
(e) It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors Obligor or issuers issuer of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyhereunder.
Appears in 1 contract
Samples: Collateral Management Agreement (Garrison Capital Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any holder or beneficial owners owner of the Securities a Note or their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any issuer Affiliate thereof, or for any obligor in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any whatever nature rendered to the issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this AgreementAffiliates, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any issuer Affiliate thereof or any obligor of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b), Section 5 and applicable law sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation, Equity Security or Eligible Investment from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing or financing vehicles or other investment vehicles. As a result, such individuals may possess information relating to obligors of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such other investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. The officers or Affiliates of the Collateral Manager may possess information relating to obligors of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material nonpublic information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of its clients, may become including the Issuer. Unless the Collateral Manager determines in its sole discretion that a Defaulted ObligationTransaction complies with the provisions of Section 5, the Collateral Manager will not direct the Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. For the avoidance of doubt, the Trustee will have no obligation or duty to ensure compliance with the foregoing. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to or different from those followed by the Collateral Manager with respect to the Assets and which may own securities or debt obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or debt obligations or securities of the Obligors or issuers obligors of the Collateral Obligations or the Eligible InvestmentsInvestments as well as other assets that are the same or similar to other assets owned by the Issuer. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same item of Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and allocation policies (Internal Policies, as such policies and procedures the same may change be amended from time to time in the sole discretion of the Collateral Manager) and time, (ii) any applicable requirements of the Advisers ActAct and (iii) any allocation and/or co-investment policy or agreement entered into with any such entity. The Collateral Manager shall use commercially reasonable efforts to allocate such investment opportunities in a manner that will be fair and equitable over time. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges that the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, and its Affiliates or any of its their other clients may make and/or hold investments in an obligor’s obligations or their officerssecurities that may be pari passu, directorssenior or junior in ranking to an investment in such obligor’s obligations or securities made and/or held by the Issuer, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (Golub Capital BDC 3, Inc.)
Additional Activities of the Collateral Manager. (a) Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Placement Agent, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person regardless of whether such business is in competition with the Issuer or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureotherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(ai) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(bii) to the extent permitted by applicable law, receive fees for services of any whatever nature rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(ciii) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(div) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(ev) subject to Section 3(b) and Section 5, applicable law and the applicable provisions of the Indenture sell any Collateral Obligation or Eligible Investment to, or purchase any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(vi) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fvii) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(viii) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation vehicles, collateralized loan obligation vehicles and other similar warehousing, financing or investment vehicles.
(b) The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate individuals who make investment decisions from others who might possess applicable material, non-public information. The Issuer acknowledges that the Collateral Manager may be prevented from causing the Issuer to transact in certain assets due, among other things, to internal restrictions imposed on the Collateral Manager regarding the possession and use of material and/or non-public information and certain restrictions of the Investment Company Act regarding co-investments with Affiliates. The Collateral Manager will not have any liability to the Issuer or any Holder of any Note for the failure to disclose such information or for taking, or failing to take, any action based upon such information or restrictions.
(c) Subject to applicable law, including the Investment Company Act, the Collateral Manager or any of its Affiliates may acquire or sell assets, for its own account or for the accounts of its Clients, without either requiring or precluding the acquisition or sale of such assets for the account of the Issuer. Such investments may be the same as or different from those made on behalf of the Issuer. In the event that, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to acquire the same Collateral Obligation both for the Issuer and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another Client of the Collateral Manager, the Collateral Manager will allocate investment opportunities across such entities for which such opportunities are appropriate, consistent with (1) its internal conflict of interest and allocation policies, (2) any applicable requirements of the Advisers Act and (3) if and to the extent applicable, certain restrictions of the Investment Company Act regarding co-investments with Affiliates and the terms of the exemptive relief granted to Xxxxxxxx Capital Inc. with respect to certain negotiated co-investment transactions.
(d) The Issuer acknowledges and agrees that the Collateral Manager and its Affiliates may invest for their own accounts or for the accounts of others in certain assets that would be appropriate investments for the Issuer. The Issuer acknowledges that the Collateral Manager and its Affiliates may enter into, for their own accounts or for the accounts of others, credit default swaps relating to Obligors and issuers with respect to the Collateral Obligations included in the Assets which isAssets.
(e) It is understood that, has becomesubject to applicable law, or, in including the Investment Company Act and the requirements of the Collateral Manager’s opinionexemptive order regarding certain negotiated co-investment transactions, may become a Defaulted Obligation. It is understood that (i) the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors Obligor or issuers issuer of the Collateral Obligations or the Eligible Investments. The ; (ii) the Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets Assets; and the Issuer. Nothing (iii) nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, including the Investment Company Act and the requirements of the Collateral Manager’s exemptive order regarding certain negotiated co-investment transactions, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyhereunder.
Appears in 1 contract
Samples: Collateral Management Agreement (Garrison Capital Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businessesany business, or from rendering services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities or any other Person or entity entity; provided, that such services are not provided pursuant to the extent permitted by applicable law and not expressly prohibited under the Indentureits role as Collateral Manager hereunder. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partnersshareholders, members, managers, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), partners, officers, shareholders, members, managers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the AssetsCollateral, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the AssetsCollateral, pursuant to their respective Governing Instruments;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the AssetsCollateral;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the AssetsCollateral;
(e) purchase from or sell to the Issuer any obligation included in the Collateral while acting in the capacity of principal or agent, in compliance with the provisions of the Indenture;
(f) make a market in any Collateral Obligations Debt Securities or in any Notesthe Securities; and
(fg) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted ObligationCollateral. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets Collateral and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations Debt Securities or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible InvestmentsDebt Securities. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerCollateral. Nothing contained in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuerhereunder. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Affiliates, and any officer, director, stockholder, partner, member, manager or their respective Related Persons employee of the Collateral Manager or any such Affiliate or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationshipshereunder. Unless the Collateral Manager determines in its sole discretion reasonable business judgment that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their its Affiliates’ officers, directors, partners partners, members, managers or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts act as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has have information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets Collateral any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyaware.
Appears in 1 contract
Samples: Collateral Management Agreement (KKR Financial Corp)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Placement Agent, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to limiting the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, members, shareholders, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing InstrumentsOrganizational Instruments or otherwise, and neither the Holders of any Class of Obligations nor the Issuer shall have the right to any such fees;
(b) receive fees for services of any nature whatever nature, including, without limitation, origination, closing, structuring and other fees, rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof (which fees shall be for the benefit of the Collateral Manager’s own account);
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to the applicable provisions of this Agreement and the Indenture, sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) act as an advisor, including as a restructuring advisor or financial advisor, to Obligors or issuers in respect of any of the Collateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof, or to other interested parties, such as bondholders, equityholders, “creditors’ committees” and potential purchasers;
(h) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(i) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser for Persons issuing securities backed by loans and other assets similar to the Assets, collateralized loan obligation included vehicles, separately managed accounts, private funds or other pooled investment vehicles and other similar investment vehicles owned in the Assets which is, has become, or, whole or in part by any of the Collateral Manager, any Affiliate thereof, any other Related Person or any non-affiliated third party. As a result, such individuals and Persons may possess information relating to Obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s opinioninvestments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that the Collateral Manager does not expect to maintain information barriers with respect to confidential communications which restrict the Collateral Manager from purchasing securities for itself, its Affiliates or its Clients. The officers, employees or Affiliates of the Collateral Manager may become possess information relating to Obligors and issuers of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material non-public information that limits the ability of the Collateral Manager to effect a Defaulted Obligationtransaction for the Issuer, and the Issuer's investments may be constrained as a consequence of the Collateral Manager's inability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of the Issuer. The Collateral Manager in its discretion may not, or if prohibited by applicable law will not, acquire or sell Collateral Obligations, Equity Securities or Eligible Investments issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such obligations or securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account Collateral Manager, any of its Affiliates, any Client of the Collateral Manager or of its Affiliates and any Affiliate of other Person with whom the Collateral Manager or another client of the Collateral Manager or has entered into any Affiliateco-investment arrangement, as applicable, the Collateral Manager will use reasonable efforts to allocate such investment opportunities across such Persons for which such opportunities are that the Collateral Manager believes, in its reasonable business judgment, to be appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and Internal Policies, (ii) any allocation policies (and/or co-investment policy or agreement entered into with any such Person, as such policies and procedures applicable, as each may change be amended from time to time in the sole discretion of the Collateral Manager) time, and (iiiii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients its Clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges and agrees that the Collateral Manager determines and its Affiliates may make and/or hold investments on behalf of themselves or on behalf of their respective Clients in its sole discretion an Obligor’s or issuer’s obligations or securities that such purchase or sale may be appropriatepari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Issuer, or otherwise may have interests different from or adverse to those of the Issuer and may consider such interests in the course of managing the Collateral Manager may refrain from directing Obligations held by the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (Fifth Street Senior Floating Rate Corp.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of any kind to the Issuer Borrower and its Affiliates, the TrusteeAdministrative Agent, the Holders or beneficial owners of the Securities Lenders or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the IndentureCredit Agreement. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the IndentureCredit Agreement:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the IssuerBorrower, its Affiliates or any issuer of any obligations included in the Collateral Assets, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the IssuerBorrower, its Affiliates or any issuer of any obligations included in the Collateral Assets, pursuant to their respective Governing Instruments;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the Collateral Assets;
(c) be retained to provide services to the Issuer Borrower or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the IssuerBorrower, its Affiliates or any issuer of any obligation included in the Collateral Assets;
(e) make a market in any Collateral Obligations or in any NotesAssets; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Collateral Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Collateral Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations Assets or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations Assets or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Collateral Assets and the IssuerBorrower. Nothing in the Indenture Credit Agreement or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the IssuerBorrower. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation Asset both for the IssuerBorrower, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Actlaw. The Issuer Borrower agrees that, in the course of managing the Collateral Obligations Assets held by the IssuerBorrower, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer Borrower in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Collateral Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.
Appears in 1 contract
Samples: Warehouse Collateral Management Agreement (Owl Rock Core Income Corp.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Collateral Trustee, the Holders Placement Agents, any holder or beneficial owners owner of the Securities Debt or their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any issuer Affiliate thereof, or for any obligor in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any whatever nature rendered to the issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this AgreementAffiliates, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any issuer Affiliate thereof or any obligor of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b), Section 5 and applicable law sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation, Equity Security or Eligible Investment from the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing or financing vehicles or other investment vehicles. As a result, such individuals may possess information relating to obligors of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such other investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. The officers or Affiliates of the Collateral Manager may possess information relating to obligors of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material nonpublic information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of its clients, may become including the Issuer. Unless the Collateral Manager determines in its sole discretion that a Defaulted ObligationTransaction complies with the provisions of Section 5, the Collateral Manager will not direct the Collateral Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. For the avoidance of doubt, the Collateral Trustee will have no obligation or duty to ensure compliance with the foregoing. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to or different from those followed by the Collateral Manager with respect to the Assets and which may own securities or debt obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or debt obligations or securities of the Obligors or issuers obligors of the Collateral Obligations or the Eligible InvestmentsInvestments as well as other assets that are the same or similar to other assets owned by the Issuer. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture Indenture, the Credit Agreement or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same item of Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and allocation policies (Internal Policies, as such policies and procedures the same may change be amended from time to time in the sole discretion of the Collateral Manager) and time, (ii) any applicable requirements of the Advisers ActAct and (iii) any allocation and/or co-investment policy or agreement entered into with any such entity. The Collateral Manager shall use commercially reasonable efforts to allocate such investment opportunities in a manner that will be fair and equitable over time. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges that the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, and its Affiliates or any of its their other clients may make and/or hold investments in an obligor’s obligations or their officerssecurities that may be pari passu, directorssenior or junior in ranking to an investment in such obligor’s obligations or securities made and/or held by the Issuer, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (Golub Capital BDC 3, Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Collateral Trustee, the Holders or beneficial owners of the Securities or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indenture. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the Assets, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the Assets, pursuant to their respective Governing Instruments;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the Assets;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations or in any NotesDebt; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers Issuer of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuersIssuer) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.
Appears in 1 contract
Samples: Collateral Management Agreement (Owl Rock Capital Corp)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Collateral Trustee, the Holders or beneficial owners of the Securities and the Secured Debt or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indenture. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the Assets, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the Assets, pursuant to their respective Governing Instruments;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the Assets;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations or in any NotesDebt; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.
Appears in 1 contract
Samples: Collateral Management Agreement (Blue Owl Technology Finance Corp. II)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging engaging, to the extent permitted by law and not prohibited hereby or by the Indenture, in its customary other businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Collateral Trustee, the Holders or beneficial owners of the Securities or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureentity. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager, Affiliates of the Collateral Manager, and the Collateral Manager or its Affiliates may, subject to the Indenture and applicable law, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities, Loss Mitigation Loans or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments, Loss Mitigation Loans or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing InstrumentsOrganizational Instruments on an arm’s-length basis; provided that such activity will, in the reasonable belief of the Collateral Manager, have no material adverse effect on the Assets (including the enforceability thereof);
(b) receive fees for services of any whatever nature rendered to the obligor or issuer in respect of any obligations included of the Collateral Obligations, Eligible Investments, Loss Mitigation Loans or Equity Securities or any Affiliate thereof; provided that such activity, in the reasonable belief of the Collateral Manager, shall have no material adverse effect on the Assets;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, in the Issuer, its Affiliates Issuer or any Affiliate thereof or any obligor or issuer of any obligation included in Collateral Obligation, Eligible Investment, Loss Mitigation Loan or Equity Security or any Affiliate thereof; provided that the AssetsCollateral Manager may not hold any such interest if the existence of such interest would require registration of the Issuer as an “investment company” under the Investment Company Act or violate the Indenture;
(e) subject to Section 3(b) and Section 5 hereof, dispose of any Collateral Obligation or Eligible Investment to, or acquire any Collateral Obligation, Loss Mitigation Loan or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security, Loss Mitigation Loan or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board,” “creditors’ committee” or informal workout similar creditor group with respect to any obligation included in the Assets which isCollateral Obligation, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged , Eligible Investment, Loss Mitigation Loan or Equity Security; or
(and expect to continue to engageh) in other business and have furnished (and expect to continue to furnish) act as collateral manager, portfolio manager, investment management and advisory services to others, including Persons which may have manager and/or investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or nonsub-public or otherwise might prohibit it from trading such securities or obligations adviser in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular collateralized bond obligation vehicles, collateralized loan obligation vehicles and other similar investment opportunity of which it becomes aware or to pursue any particular investment strategyvehicles.
Appears in 1 contract
Samples: Collateral Management Agreement (Barings Private Credit Corp)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities Noteholders or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indenturelaw. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), officers, partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the AssetsCollateral or their respective Affiliates, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the AssetsCollateral or their respective Affiliates, pursuant to their respective Governing Instruments; provided, that in the reasonable judgment of the Collateral Manager, such activity will not have a material adverse effect on any item of the Collateral;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the Assets;Collateral or their respective Affiliates; provided, that in the reasonable judgment of the Collateral Manager, such activity will not have a material adverse effect on any item of the Collateral; and provided, 64 further, that if any portion of such services are related to any obligations included in the Collateral, the portion of such fees relating to such obligations shall be deposited into the Collection Account; and
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations or in any Notes; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted ObligationCollateral. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets Collateral and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments Debt Securities or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible InvestmentsDebt Securities. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyCollateral.
Appears in 1 contract
Samples: Collateral Management Agreement (Pilgrim America Capital Corp)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Placement Agent, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates mayManager, among other thingsaffiliates of the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, members, shareholders, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any affiliate thereof) pursuant to their respective Governing InstrumentsOrganizational Instruments or otherwise;
(b) receive fees for services of any nature whatever nature, including, without limitation, origination, closing, structuring and other fees, rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, affiliates and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any affiliate thereof;
(e) subject to any applicable provisions in Section 3 or Section 5, sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser for Persons issuing securities backed by loans and other assets similar to the Assets, collateralized loan obligation included vehicles, separately managed accounts, private funds or other pooled investment vehicles and other similar investment vehicles owned in whole or in part by any of the Assets which isCollateral Manager, has becomeany affiliate thereof, orany other Related Person or any nonaffiliated third party. As a result, such individuals and Persons may possess information relating to Obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that the Collateral Manager does not expect to maintain information barriers with respect to confidential communications which restrict the Collateral Manager from purchasing securities for itself, its affiliates or its Clients. The officers, employees or affiliates of the Collateral Manager may possess information relating to Obligors and issuers of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material non-public information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of the Issuer. The Collateral Manager in its discretion may not, may become a Defaulted Obligationor if required by applicable law will not, direct the Trustee to acquire or sell Collateral Obligations, Equity Securities or Eligible Investments issued by (i) Persons of which the Collateral Manager, any of its affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such obligations or securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) affiliates may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliatesaffiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Owners, their affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account Collateral Manager, any of its affiliates, any Client of the Collateral Manager or of its affiliates and any Affiliate of other Person with whom the Collateral Manager or another client of the Collateral Manager or has entered into any Affiliateco-investment arrangement, as applicable, the Collateral Manager will allocate such investment opportunities across such Persons Person for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and Internal Policies, (ii) any allocation policies (and/or co-investment policy or agreement entered into with any such Person, as such policies and procedures applicable, as each may change be amended from time to time in the sole discretion of the Collateral Manager) time, and (iiiii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients its Clients (including Obligors and issuers) and its Affiliatesaffiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges that the Collateral Manager determines and its affiliates may make and/or hold investments in its sole discretion an Obligor’s or issuer’s obligations or securities that such purchase or sale may be appropriatepari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Issuer, or otherwise have interests different from or adverse to those of the Issuer and may consider such interests in the course of managing the Collateral Manager may refrain from directing Obligations held by the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (NewStar Financial, Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person regardless of whether such business is in competition with the Issuer or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureotherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any whatever nature rendered to the obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b) and Section 5, applicable law and the applicable provisions of the Indenture sell any Collateral Obligation or Eligible Investment to, or purchase any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included in the Assets which isvehicles, has becomecollateralized loan obligation vehicles and other similar warehousing, or, in financing or investment vehicles. The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager’s opinionManager and certain of its Affiliates of the type that many firms implement to separate individuals who make investment decisions from others who might possess applicable material, non-public information. The Issuer acknowledges that the Collateral Manager may become a Defaulted Obligation. be prevented from causing the Issuer to transact in certain assets due, among other things, to internal restrictions imposed on the Collateral Manager regarding the possession and use of material and/or non-public information and certain restrictions of the 1940 Act regarding co-investments with affiliates.
(i) It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors obligor or issuers issuer of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreementhereunder. IfIn the event that, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance appropriate, consistent with (i1) its internal conflicts conflict of interest and allocation policies policies, (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii2) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Act and (including Obligors 3) if and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity extent applicable, certain restrictions of which it becomes aware or to pursue any particular investment strategythe 1940 Act regarding co-investments with affiliates.
Appears in 1 contract
Samples: Collateral Management Agreement (Golub Capital BDC, Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Placement Agents, any holder or beneficial owners owner of the Securities a Note or their respective affiliates or any other Person regardless of whether such business is in competition with the Issuer or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureotherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Affiliates mayManager, among other thingsaffiliates of the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for loan origination or services of any whatever nature rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, affiliates and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b) and Section 5, sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation or Equity Security or Eligible Investment from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or Eligible Investment and receive fees and other compensation from the Issuer and other parties in any Notes; andconnection therewith;
(fg) serve as a member of any “creditors’ board,” “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation (including any Defaulted Obligation), Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing, financing or other investment vehicles. As a result, such individuals may possess information relating to Obligors and issuers of Collateral Obligations that is (i) not known to or (ii) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess applicable material, non-public information. The Issuer acknowledges that the Collateral Manager may be prevented from causing the Issuer to transact in certain assets due to internal restrictions imposed on the Collateral Manager regarding the possession and use of material and/or non-public information. Unless the Collateral Manager determines in its sole discretion that such Transaction complies with the provisions of Section 5, the Collateral Manager will not direct the Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager’s opinion, may become a Defaulted Obligationany of its affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) affiliates may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliatesaffiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Owners, their affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreementhereunder. IfIn the event that, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate employ allocation procedures consistent with such investment opportunities across such Persons for which such opportunities are appropriate procedures as may be in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change place from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Acttime. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors and issuers) and its Affiliatesaffiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer agrees that neither the Collateral Manager determines in nor any of its sole discretion affiliates is under any obligation to offer all investment opportunities of which they become aware to the Issuer or to account to the Issuer for (or share with the Issuer or inform the Issuer of) any such transaction or any benefit received by them from any such transaction. The Issuer understands that such purchase the Collateral Manager and/or its affiliates may have, for their own accounts or sale may be appropriatefor the accounts of others, portfolios with substantially the same portfolio criteria as are applicable to the Issuer. Furthermore, the Collateral Manager and/or its affiliates may refrain from directing make an investment on behalf of any Client or on their own behalf without offering the purchase investment opportunity or sale hereunder making any investment on behalf of the Issuer and, accordingly, investment opportunities may not be allocated among all such Clients. The Issuer acknowledges that affirmative obligations may arise in the future, whereby the Collateral Manager and/or its affiliates are obligated to offer certain investments to Clients before or without the Collateral Manager’s offering those investments to the Issuer. The Issuer agrees that the Collateral Manager may make investments on behalf of the Issuer in securities or obligations that it has declined to invest in or enter into for its own account, the account of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or its affiliates or the account of any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which other Client. The Issuer acknowledges that the Collateral Manager and its affiliates may make and/or hold investments in an Obligor’s or any of its Affiliates has information which issuer’s obligations or securities that may be pari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Collateral Manager deems confidential or non-public Issuer, or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (Apollo Debt Solutions BDC)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any holder or beneficial owners owner of the Securities a Note or their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any issuer Affiliate thereof, or for any obligor in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any whatever nature rendered to the issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this AgreementAffiliates, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any issuer Affiliate thereof or any obligor of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b), Section 5 and applicable law sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation, Equity Security or Eligible Investment from the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing or financing vehicles or other investment vehicles. As a result, such individuals may possess information relating to obligors of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such other investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. The officers or Affiliates of the Collateral Manager may possess information relating to obligors of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material nonpublic information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of its clients, may become including the Issuer. Unless the Collateral Manager determines in its sole discretion that a Defaulted ObligationTransaction complies with the provisions of Section 5, the Collateral Manager will not direct the Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to or different from those followed by the Collateral Manager with respect to the Assets and which may own securities or debt obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or debt obligations or securities of the Obligors or issuers obligors of the Collateral Obligations or the Eligible InvestmentsInvestments as well as other assets that are the same or similar to other assets owned by the Issuer. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same item of Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and allocation policies (Internal Policies, as such policies and procedures the same may change be amended from time to time in the sole discretion of the Collateral Manager) and time, (ii) any applicable requirements of the Advisers ActAct and (iii) any allocation and/or co-investment policy or agreement entered into with any such entity. The Collateral Manager shall use commercially reasonable efforts to allocate such investment opportunities in a manner that will be fair and equitable over time. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges that the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, and its Affiliates or any of its their other clients may make and/or hold investments in an obligor’s obligations or their officerssecurities that may be pari passu, directorssenior or junior in ranking to an investment in such obligor’s obligations or securities made and/or held by the Issuer, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (GOLUB CAPITAL BDC, Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging engaging, to the extent permitted by law and not prohibited hereby or by the Indenture, in its customary other businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureentity. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager, Affiliates of the Collateral Manager, and the Collateral Manager or its Affiliates may, subject to the Indenture and applicable law, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing InstrumentsOrganizational Instruments on an arm’s-length basis; provided that such activity will, in the reasonable belief of the Collateral Manager, have no material adverse effect on the Assets (including the enforceability thereof);
(b) receive fees for services of any whatever nature rendered to the obligor or issuer in respect of any obligations included of the Collateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof; provided that such activity, in the reasonable belief of the Collateral Manager, shall have no material adverse effect on the Assets;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, in the Issuer, its Affiliates Issuer or any Affiliate thereof or any obligor or issuer of any obligation included in Collateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof; provided that the AssetsCollateral Manager may not hold any such interest if the existence of such interest would require registration of the Issuer as an “investment company” under the Investment Company Act or violate the Indenture;
(e) subject to Section 3(b) and Section 5 hereof, dispose of any Collateral Obligation or Eligible Investment to, or acquire any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
i. underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(f) ii. serve as a member of any “creditors’ board,” “creditors’ committee” or informal workout similar creditor group with respect to any obligation included in the Assets which isCollateral Obligation, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation, Eligible Investment or Equity Security; or
iii. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) act as collateral manager, portfolio manager, investment management and advisory services to others, including Persons which may have manager and/or investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or nonsub-public or otherwise might prohibit it from trading such securities or obligations adviser in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular collateralized bond obligation vehicles, collateralized loan obligation vehicles and other similar investment opportunity of which it becomes aware or to pursue any particular investment strategyvehicles.
Appears in 1 contract
Samples: Collateral Management Agreement (Barings BDC, Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any holder or beneficial owners owner of the Securities a Note or their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any issuer Affiliate thereof, or for any obligor in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any whatever nature rendered to the issuer obligor in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this AgreementAffiliates, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any issuer Affiliate thereof or any obligor of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b), Section 5 and applicable law sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation, Equity Security or Eligible Investment from the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing or financing vehicles or other investment vehicles. As a result, such individuals may possess information relating to obligors of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such other investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. The officers or Affiliates of the Collateral Manager may possess information relating to obligors of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material nonpublic information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Collateral Manager’s opinioninability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of its clients, may become including the Issuer. Unless the Collateral Manager determines in its sole discretion that a Defaulted ObligationTransaction complies with the provisions of Section 5, the Collateral Manager will not direct the Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. For the avoidance of doubt, the Trustee will have no obligation or duty to ensure compliance with the foregoing. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to or different from those followed by the Collateral Manager with respect to the Assets and which may own securities or debt obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or debt obligations or securities of the Obligors obligors or issuers of the Collateral Obligations or the Eligible InvestmentsInvestments as well as other assets that are the same or similar to other assets owned by the Issuer. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuerobligor, as those whose purchase or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same item of Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and allocation policies (Internal Policies, as such policies and procedures the same may change be amended from time to time in the sole discretion of the Collateral Manager) and time, (ii) any applicable requirements of the Advisers ActAct and (iii) any allocation and/or co-investment policy or agreement entered into with any such entity. The Collateral Manager shall use commercially reasonable efforts to allocate such investment opportunities in a manner that will be fair and equitable over time. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges that the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, and its Affiliates or any of its their other clients may make and/or hold investments in an obligor’s obligations or their officerssecurities that may be pari passu, directorssenior or junior in ranking to an investment in such obligor’s obligations or securities made and/or held by the Issuer, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (GOLUB CAPITAL INVESTMENT Corp)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, the Placement Agent, any holder or beneficial owners owner of the Securities a Note or their respective affiliates or any other Person regardless of whether such business is in competition with the Issuer or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureotherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Affiliates mayManager, among other thingsaffiliates of the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for loan origination or services of any whatever nature rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, affiliates and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b) and Section 5, sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation or Equity Security or Eligible Investment from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or Eligible Investment and receive fees and other compensation from the Issuer and other parties in any Notes; andconnection therewith;
(fg) serve as a member of any “creditors’ board,” “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation (including any Defaulted Obligation), Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing, financing or other investment vehicles. As a result, such individuals may possess information relating to Obligors and issuers of Collateral Obligations that is (i) not known to or (ii) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess applicable material, non-public information. The Issuer acknowledges that the Collateral Manager may be prevented from causing the Issuer to transact in certain assets due to internal restrictions imposed on the Collateral Manager regarding the possession and use of material and/or non-public information. Unless the Collateral Manager determines in its sole discretion that such Transaction complies with the provisions of Section 5, the Collateral Manager will not direct the Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager’s opinion, may become a Defaulted Obligationany of its affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) affiliates may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliatesaffiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates Owners, their affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreementhereunder. IfIn the event that, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate employ allocation procedures consistent with such investment opportunities across such Persons for which such opportunities are appropriate procedures as may be in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change place from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Acttime. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors and issuers) and its Affiliatesaffiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer agrees that neither the Collateral Manager determines in nor any of its sole discretion affiliates is under any obligation to offer all investment opportunities of which they become aware to the Issuer or to account to the Issuer for (or share with the Issuer or inform the Issuer of) any such transaction or any benefit received by them from any such transaction. The Issuer understands that such purchase the Collateral Manager and/or its affiliates may have, for their own accounts or sale may be appropriatefor the accounts of others, portfolios with substantially the same portfolio criteria as are applicable to the Issuer. Furthermore, the Collateral Manager and/or its affiliates may refrain from directing make an investment on behalf of any Client or on their own behalf without offering the purchase investment opportunity or sale hereunder making any investment on behalf of the Issuer and, accordingly, investment opportunities may not be allocated among all such Clients. The Issuer acknowledges that affirmative obligations may arise in the future, whereby the Collateral Manager and/or its affiliates are obligated to offer certain investments to Clients before or without the Collateral Manager’s offering those investments to the Issuer. The Issuer agrees that the Collateral Manager may make investments on behalf of the Issuer in securities or obligations that it has declined to invest in or enter into for its own account, the account of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or its affiliates or the account of any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which other Client. The Issuer acknowledges that the Collateral Manager and its affiliates may make and/or hold investments in an Obligor’s or any of its Affiliates has information which issuer’s obligations or securities that may be pari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Collateral Manager deems confidential or non-public Issuer, or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (MidCap Financial Investment Corp)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates (including the Asset Manager Affiliates) from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person regardless of whether such business is in competition with the Issuer or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureotherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing Instrumentsrespective Organizational Instruments and Underlying Documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any whatever nature rendered to the obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b) and Section 5, applicable law and the applicable provisions of the Indenture sell any Collateral Obligation or Eligible Investment to, or purchase any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included in the Assets which isvehicles, has becomecollateralized loan obligation vehicles and other similar warehousing, or, in financing or investment vehicles. The Issuer acknowledges that the Collateral Manager’s opinionManager may be prevented from causing the Issuer to transact in certain assets due, may become a Defaulted Obligation. among other things, to internal restrictions imposed on the Collateral Manager regarding the possession and use of material and/or non-public information and certain restrictions of the 1940 Act regarding co-investments with affiliates.
(i) It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engageincluding the Asset Manager Affiliates) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors obligor or issuers issuer of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates (including the Asset Manager Affiliates), acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates (including the Asset Manager Affiliates) or their respective Related Persons or any member of their families or a Person person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreementhereunder. IfIn the event that, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate (including the Asset Manager Affiilates) of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance appropriate, consistent with (i1) its internal conflicts conflict of interest and allocation policies and (as such policies 2) if and procedures may change from time to time in the sole discretion extent applicable, certain restrictions of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships 1940 Act regarding co-investments with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyaffiliates.
Appears in 1 contract
Samples: Collateral Management Agreement (KCAP Financial, Inc.)
Additional Activities of the Collateral Manager. (a) Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any Holder or beneficial owners of the Securities their respective Affiliates or any other Person regardless of whether such business is in competition with the Issuer or entity to the extent permitted by applicable law and not expressly prohibited under the Indentureotherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, managers, shareholders, directors, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(ai) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(bii) receive fees for services of any whatever nature rendered to the Obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(ciii) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor, on an arm’s-length basis;
(div) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any Obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(ev) subject to Section 3(b) and Section 5, applicable law and the applicable provisions of the Indenture sell any Collateral Obligation or Eligible Investment to, or purchase any Collateral Obligation or Equity Security from, the Issuer while acting in the capacity of principal or agent;
(vi) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security, Eligible Investment or in any Notes; andOther Exchange Asset;
(fvii) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment, Equity Security or Other Exchange Asset; or
(viii) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation vehicles, collateralized loan obligation vehicles and other similar warehousing, financing or investment vehicles.
(b) The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate individuals who make investment decisions from others who might possess applicable material, non-public information. The Issuer acknowledges that the Collateral Manager may be prevented from causing the Issuer to transact in certain assets due, among other things, to internal restrictions imposed on the Collateral Manager regarding the possession and use of material and/or non-public information and certain restrictions of the Investment Company Act regarding co-investments with Affiliates. The Collateral Manager will not have any liability to the Issuer or any Holder of any Note for the failure to disclose such information or for taking, or failing to take, any action based upon such information.
(c) The Collateral Manager or any of its Affiliates may acquire or sell assets, for its own account or for the accounts of its Clients, without either requiring or precluding the acquisition or sale of such assets for the account of the Issuer. Such investments may be the same as or different from those made on behalf of the Issuer. In the event that, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to acquire the same Collateral Obligation both for the Issuer and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another Client of the Collateral Manager, the Collateral Manager will allocate investment opportunities across such entities for which such opportunities are appropriate, consistent with (1) its internal conflict of interest and allocation policies, (2) any applicable requirements of the Advisers Act and (3) if and to the extent applicable, certain restrictions of the Investment Company Act regarding co-investments with Affiliates.
(d) The Issuer acknowledges and agrees that the Collateral Manager and its Affiliates may invest for their own accounts or for the accounts of others in assets that would be appropriate investments for the Issuer. The Issuer acknowledges that the Collateral Manager and its Affiliates may enter into, for their own accounts or for the accounts of others, credit default swaps relating to Obligors and issuers with respect to the Collateral Obligations included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. Assets.
(e) It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors Obligor or issuers issuer of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyhereunder.
Appears in 1 contract
Samples: Collateral Management Agreement (Garrison Capital LLC)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary other businesses, or from rendering services of any kind to the Issuer and its AffiliatesIssuer, the Trustee, the Holders Initial Purchaser, any holder or beneficial owners owner of the Securities a Note or their respective Affiliates or any other Person or entity to regardless of whether such business is in competition with the extent permitted by applicable law and not expressly prohibited under the IndentureIssuer or otherwise. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any partners, members, shareholders, directors, managers, officers, partners, employees and agents of the Collateral Manager or its Manager, Affiliates may, among other thingsof the Collateral Manager, and subject to any limits specified in the IndentureCollateral Manager may:
(a) serve as managers or directors (whether supervisory or managing), partners, officers, employees, partners, agents, nominees or signatories for the Issuer, its Affiliates Issuer or any Affiliate thereof, or for any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their Governing respective Organizational Instruments and Underlying Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective Governing Organizational Instruments;
(b) receive fees for services of any whatever nature rendered to the obligor or issuer in respect of any obligations included in of the AssetsCollateral Obligations, Eligible Investments or Equity Securities or any Affiliate thereof;
(c) be retained to provide services unrelated to this Agreement to the Issuer or its Affiliates that are unrelated to this AgreementAffiliates, and be paid therefor, on an arm’s-length basis;
(d) be a secured or unsecured creditor of, or hold an a debt obligation of or equity interest in, the Issuer, its Affiliates Issuer or any Affiliate thereof or any obligor or issuer of any obligation included in the AssetsCollateral Obligation, Eligible Investment or Equity Security or any Affiliate thereof;
(e) subject to Section 3(b), Section 5 and applicable law sell any Collateral Obligation or Eligible Investment to, or purchase or acquire any Collateral Obligation, Equity Security or Eligible Investment from, the Issuer while acting in the capacity of principal or agent;
(f) underwrite, arrange, structure, originate, syndicate, act as a distributor of or make a market in any Collateral Obligations Obligation, Equity Security or in any Notes; andEligible Investment;
(fg) serve as a member of any “creditors’ board”, “creditors’ committee” or informal workout similar creditor group with respect to any Collateral Obligation, Defaulted Obligation, Eligible Investment or Equity Security; or
(h) act as collateral manager, portfolio manager, investment manager and/or investment adviser or sub-adviser in collateralized bond obligation included vehicles, collateralized loan obligation vehicles and other similar warehousing or financing vehicles or other investment vehicles. As a result, such individuals may possess information relating to obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Assets which is, has become, orIssuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such other investments, to act in a way that is favorable to the Issuer. The Issuer acknowledges that there are generally no ethical screens or information barriers among the Collateral Manager and certain of its Affiliates of the type that many firms implement to separate Persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. The officers or Affiliates of the Collateral Manager may possess information relating to obligors of Collateral Obligations that is not known to the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations under this Agreement. The Collateral Manager may from time to time come into possession of material nonpublic information that limits the ability of the Collateral Manager to effect a transaction for the Issuer, and the Issuer's investments may be constrained as a consequence of the Collateral Manager’s opinion's inability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of its clients, may become including the Issuer. Unless the Collateral Manager determines in its sole discretion that a Defaulted ObligationTransaction complies with the provisions of Section 5, the Collateral Manager will not direct the Trustee to acquire or sell securities issued by (i) Persons of which the Collateral Manager, any of its Affiliates or any of its officers, directors or employees are directors or officers, (ii) Persons of which the Collateral Manager, or any of its respective Affiliates act as principal or (iii) Persons about which the Collateral Manager or any of its Affiliates have material non-public information which the Collateral Manager deems would prohibit it from advising as to the trading of such securities in accordance with applicable law. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) may engage in any other business and have furnished (and expect to continue to furnish) furnish investment management and advisory services to others, including Persons which may have investment policies similar to or different from those followed by the Collateral Manager with respect to the Assets and which may own securities or obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other securities or obligations or securities of the Obligors obligors or issuers of the Collateral Obligations or the Eligible InvestmentsInvestments as well as other assets that are the same or similar to other assets owned by the Issuer. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the IssuerAssets. Nothing in the Indenture or and this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Owners, their Affiliates or their respective Related Persons or any member of their families or a Person or entity advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in securities or obligations or securities of the same kind or class, or securities or obligations or securities of a different kind or class of the same Obligor obligor or issuer, as those whose purchase acquisition or sale the Collateral Manager may direct under this Agreementhereunder. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same item of Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any AffiliateManager, the Collateral Manager will allocate such investment opportunities across such Persons entities for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance consistent with (i) its internal conflicts of interest and allocation policies (Internal Policies, as such policies and procedures the same may change be amended from time to time in the sole discretion of the Collateral Manager) and time, (ii) any applicable requirements of the Advisers ActAct and (iii) any allocation and/or co-investment policy or agreement entered into with any such entity. The Collateral Manager shall use commercially reasonable efforts to allocate such investment opportunities in a manner that will be fair and equitable over time. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients Clients (including Obligors obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless The Issuer acknowledges that the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, and its Affiliates or any of its their other clients may make and/or hold investments in an obligor’s or their officersissuer’s obligations or securities that may be pari passu, directorssenior or junior in ranking to an investment in such obligor’s or issuer’s obligations or securities made and/or held by the Issuer, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it have interests different from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated adverse to utilize with respect to those of the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategyIssuer.
Appears in 1 contract
Samples: Collateral Management Agreement (Golub Capital BDC, Inc.)
Additional Activities of the Collateral Manager. Nothing herein shall prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities Notes or any other Person or entity to the extent permitted by applicable law and not expressly prohibited under the Indenture. Without prejudice to the generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture:
(a) serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for the Issuer, its Affiliates or any issuer of any obligations included in the Assets, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any obligations included in the Assets, pursuant to their respective Governing Instruments;
(b) receive fees for services of any nature rendered to the issuer of any obligations included in the Assets;
(c) be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;
(d) be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation included in the Assets;
(e) make a market in any Collateral Obligations or in any Notes; and
(f) serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation. It is understood that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Assets and the Issuer. Nothing in the Indenture Indenture, the Credit Agreement or this Agreement shall prevent the Collateral Manager or any of its Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be purchased or sold on behalf of the Issuer. It is understood that, to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. Unless the Collateral Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue any particular investment strategy.
Appears in 1 contract
Samples: Collateral Management Agreement (Owl Rock Capital Corp)
