Common use of Certain Conflicts of Interest Clause in Contracts

Certain Conflicts of Interest. (a) The Issuer understands that the Collateral Manager and its Affiliates may have economic interests in (including, without limitation, controlling equity interests or other equity or debt interests), be lenders to, receive payments from, render services to, engage in transactions with or have other relationships with Obligors and issuers with respect to the Collateral Obligations included in the Assets. In particular, the Collateral Manager and its Affiliates 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 Issuer, or otherwise have interests different from or adverse to those of the Issuer. 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. In addition, individuals who are partners, managers, members, shareholders, directors, officers, employees or agents of the Collateral Manager or of one or more of its Affiliates may serve on boards of directors of, or otherwise have ongoing relationships with, such Obligors and issuers. 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 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. (b) The Issuer agrees that neither the Collateral Manager nor any of its 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 the Collateral Manager and/or its Affiliates may have, for their own accounts or for 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 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 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 any of the Collateral Manager or its Affiliates or the account of any other Client. (c) Subject to the provisions of the Indenture, this Agreement and applicable law, the Collateral Manager is hereby authorized to effect client cross-transactions in which the Collateral Manager causes a purchase or sale of a Collateral Obligation or Eligible Investment to be effected between the Issuer and another account advised by the Collateral Manager or any of its Affiliates. In addition, except as otherwise permitted pursuant to Section 2, with the prior authorization of the Issuer, which authorization is hereby given and may be revoked at any time, the Collateral Manager is authorized to enter into agency cross-transactions in which the Collateral Manager or any of its Affiliates act as broker for the Issuer and for the other party to the transaction, to the extent permitted under applicable law, in which case the Collateral Manager or any such Affiliate will receive commissions from, and have a potentially conflicting division of loyalties and responsibilities regarding, both parties to the transaction. (d) In addition to the requirements set forth in the Indenture and subject to the provisions of this Agreement and applicable law, an independent investor representative (the “Independent Review Party”) shall have the responsibility for approving (prior to settlement) any transactions between the Issuer and the Collateral Manager or its Affiliates for which Issuer consent is required pursuant to Section 206(3) of the Investment Advisers Act, including Principal Transactions (as defined below). The parties hereto agree that Axiom Valuation Solutions shall be appointed by the Issuer as the Independent Review Party, and each party hereto consents to such appointment and to the authority of such Independent Review Party with respect to approval of Principal Transactions. In the event that Axiom Valuation Solutions is unable to serve as the Independent Review Party for purposes of this Agreement, a majority of the managers of the Issuer shall appoint an alternative Person, after consultation with the Collateral Manager, to serve in such capacity. In addition, a majority of the managers of the Issuer may remove and replace the Independent Review Party at any time and in their sole discretion. A “Principal Transaction” is a transaction in which the Collateral Manager or any of its Affiliates sells assets to or purchases assets from the Issuer.

Certain Conflicts of Interest. (a) The Issuer understands that the Collateral Manager and its Affiliates may have economic interests in (including, without limitation, controlling equity interests or other equity or debt interests), be lenders to, receive payments from, render services to, engage in transactions with or have other relationships with Obligors and issuers with respect to the Collateral Obligations included in the Assets. In particular, the Collateral Manager and its Affiliates 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 Issuer, or otherwise have interests different from or adverse to those of the Issuer. 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. In addition, individuals who are partners, managers, members, shareholders, directors, officers, employees or agents of the Collateral Manager or of one or more of its Affiliates may serve on boards of directors of, or otherwise have ongoing relationships with, such Obligors and issuers. 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 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. (b) The Issuer agrees that neither the Collateral Manager nor any of its 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 the Collateral Manager and/or its Affiliates may have, for their own accounts or for 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 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 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 any of the Collateral Manager or its Affiliates or the account of any other Client. (c) Subject to the provisions of the Indenture, this Agreement and applicable law, the Collateral Manager is hereby authorized to effect client cross-transactions in which the Collateral Manager causes a purchase or sale of a Collateral Obligation or Eligible Investment or a sale of an Equity Security to be effected between the Issuer and another account advised by the Collateral Manager or any of its Affiliates. In addition, except as otherwise permitted pursuant to Section 2, with the prior authorization of the Issuer, which authorization is hereby given and may be revoked at any time, the Collateral Manager is authorized to enter into agency cross-transactions in which the Collateral Manager or any of its Affiliates act as broker for the Issuer and for the other party to the transaction, to the extent permitted under applicable law, in which case the Collateral Manager or any such Affiliate will receive commissions from, and have a potentially conflicting division of loyalties and responsibilities regarding, both parties to the transaction. (d) In addition Subject to the requirements Collateral Manager’s execution obligations described in Sections 3(a), 3(b) and 3(d) and the covenants set forth in the Indenture and subject to the provisions of this Agreement and applicable lawSection 5, an independent investor representative (the “Independent Review Party”) shall have the responsibility for approving (prior to settlement) any transactions between the Issuer and the Collateral Manager or its Affiliates for which Issuer consent is required pursuant hereby authorized to Section 206(3) of the Investment Advisers Act, including effect Principal Transactions (as defined below). The parties hereto agree that Axiom Valuation Solutions shall be appointed by the Issuer as the Independent Review Party, and each party hereto consents to such appointment and to the authority of such Independent Review Party with respect to approval of Principal Transactions. In the event that Axiom Valuation Solutions is unable to serve as the Independent Review Party for purposes of this Agreement, a majority of the managers of the Issuer shall appoint an alternative Person, after consultation with the Collateral Manager, to serve in such capacity. In addition, a majority of the managers of where the Issuer may remove and replace invest in securities of issuers in which the Independent Review Party at any time and Collateral Manager and/or its affiliates have a debt, equity or participation interest, in their sole discretioneach case in accordance with applicable law. A “Principal Transaction” is a transaction in which the Collateral Manager or any of its Affiliates sells assets to or purchases assets from the Issuer.

Certain Conflicts of Interest. (a) The Issuer understands that Subject to compliance with applicable laws and regulations and subject to this Agreement and the Collateral Manager and its Affiliates may have economic interests in (including, without limitation, controlling equity interests or other equity or debt interests), be lenders to, receive payments from, render services to, engage in transactions with or have other relationships with Obligors and issuers with respect to the Collateral Obligations included in the Assets. In particular, the Collateral Manager and its Affiliates 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 Issuer, or otherwise have interests different from or adverse to those of the Issuer. The Issuer agrees that, in the course of managing the Collateral Obligations held by the IssuerIndenture, the Collateral Manager may consider its relationships with other Clients (including obligors and issuers) and its Affiliates. The Collateral Manager may decline direct the Trustee to make a particular investment for the Issuer in view of such relationships. In addition, individuals who are partners, managers, members, shareholders, directors, officers, employees or agents of the Collateral Manager or of one or more of its Affiliates may serve on boards of directors ofacquire an Asset from, or otherwise have ongoing relationships with, such Obligors and issuers. 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 Issuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instancessell an Asset to, 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 dutyManager, in making or managing such investments, to act in a way that is favorable to the Issuer. (b) The Issuer agrees that neither the Collateral Manager nor any of its 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 the Collateral Manager and/or its Affiliates may have, Client for their own accounts or for 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 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 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 any of the Collateral Manager or its Affiliates or the account of any other Client. (c) Subject to the provisions of the Indenture, this Agreement and applicable law, the Collateral Manager is hereby authorized to effect client cross-transactions in which the Collateral Manager causes a purchase or sale of a Collateral Obligation or Eligible Investment to be effected between the Issuer and another account advised by the Collateral Manager or any of its Affiliates. In addition, except as otherwise permitted pursuant to Section 2, with the prior authorization of the Issuer, which authorization is hereby given and may be revoked at any time, the Collateral Manager is authorized to enter into agency cross-transactions in which the Collateral Manager or any of its Affiliates act serves as broker investment adviser for the Issuer and for the other party to the transaction, to the extent permitted under applicable law, in which case fair market value; provided that the Collateral Manager or shall obtain the Issuer's written consent through the Independent Review Party as provided herein if any such transaction requires the consent of the Issuer under Section 206(3) of the Advisers Act (an “Affiliate will receive commissions from, and have a potentially conflicting division of loyalties and responsibilities regarding, both parties to the transactionTransaction”). (db) In addition With respect to the requirements set forth in approval of Affiliate Transactions, the Indenture and subject Issuer shall appoint the independent directors of Gxxxx Capital BDC, Inc., the Issuer’s designated manager, to act on behalf of the provisions Issuer by majority vote (a majority of this Agreement and applicable lawsuch directors, an independent investor representative (the “Independent Review Party”) shall have ). The Issuer acknowledges that Affiliates of the responsibility for approving (prior to settlement) any transactions between Collateral Manager may purchase all of the Issuer outstanding Class B Notes and acquire all of the Subordinated Notes and Membership Interests and that Clients advised by the Collateral Manager or its Affiliates for which Issuer consent is required pursuant to Section 206(3) may acquire the Notes. In certain circumstances, the interests of the Investment Advisers Act, including Principal Transactions (as defined below). The parties hereto agree that Axiom Valuation Solutions shall be appointed by Issuer and/or the Issuer as the Independent Review Party, and each party hereto consents to such appointment and to the authority of such Independent Review Party Holders with respect to approval of Principal Transactions. In the event that Axiom Valuation Solutions is unable matters as to serve as the Independent Review Party for purposes of this Agreement, a majority of the managers of the Issuer shall appoint an alternative Person, after consultation with the Collateral Manager, to serve in such capacity. In addition, a majority of the managers of the Issuer may remove and replace the Independent Review Party at any time and in their sole discretion. A “Principal Transaction” is a transaction in which the Collateral Manager is advising the Issuer may conflict with the interests of the Collateral Manager. The Issuer hereby acknowledges that various potential and actual conflicts of interest do or any may exist with respect to the Collateral Manager as described in this Agreement and in the Final Offering Circular; provided that nothing in this Section 5 shall be construed as altering the duties of its Affiliates sells assets to the Collateral Manager as set forth herein, in the Indenture or purchases assets from the Issuerunder applicable law.

Certain Conflicts of Interest. (a) The Issuer understands that the Collateral Manager and its Affiliates may have economic interests in (including, without limitation, controlling equity interests or other equity or debt interests), be lenders to, receive payments from, render services to, engage in transactions with or have other relationships with Obligors and issuers with respect to the Collateral Obligations included in the Assets. In particular, subject to applicable law, the Collateral Manager and its Affiliates 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 Issuer, or otherwise have interests different from or adverse to those of the Issuer. 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. In addition, individuals who are partners, managers, members, shareholders, directors, officers, employees or agents of the Collateral Manager or of one or more of its Affiliates may serve on boards of directors of, or otherwise have ongoing relationships with, such Obligors and issuers. 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 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. (b) The Issuer agrees that neither the Collateral Manager nor any of its 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 the Collateral Manager and/or its Affiliates may have, for their own accounts or for 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 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 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 any of the Collateral Manager or its Affiliates or the account of any other Client. (c) Subject to the provisions of the Indenture, this Agreement and applicable law, the Collateral Manager is hereby authorized to effect client cross-transactions in which the Collateral Manager causes a purchase or sale of a Collateral Obligation or Eligible Investment or a sale of an Equity Security to be effected between the Issuer and another account advised by the Collateral Manager or any of its Affiliates. In addition, except as otherwise permitted pursuant to Section 2, with the prior authorization of the Issuer, which authorization is hereby given and may be revoked at any time, the Collateral Manager is authorized to enter into agency cross-transactions in which the Collateral Manager or any of its Affiliates act as broker for the Issuer and for the other party to the transaction, to the extent permitted under applicable law, in which case the Collateral Manager or any such Affiliate will receive commissions from, and have a potentially conflicting division of loyalties and responsibilities regarding, both parties to the transaction. (d) In addition Subject to the requirements Collateral Manager’s execution obligations described in Sections 3(a), 3(b) and 3(d) and the covenants set forth in the Indenture and subject to the provisions of this Agreement and applicable lawSection 5, an independent investor representative (the “Independent Review Party”) shall have the responsibility for approving (prior to settlement) any transactions between the Issuer and the Collateral Manager or its Affiliates for which Issuer consent is required pursuant hereby authorized to Section 206(3) of the Investment Advisers Act, including effect Principal Transactions (as defined below). The parties hereto agree that Axiom Valuation Solutions shall be appointed by the Issuer as the Independent Review Party, and each party hereto consents to such appointment and to the authority of such Independent Review Party with respect to approval of Principal Transactions. In the event that Axiom Valuation Solutions is unable to serve as the Independent Review Party for purposes of this Agreement, a majority of the managers of the Issuer shall appoint an alternative Person, after consultation with the Collateral Manager, to serve in such capacity. In addition, a majority of the managers of where the Issuer may remove and replace invest in securities of issuers in which the Independent Review Party at any time and Collateral Manager and/or its Affiliates have a debt, equity or participation interest, in their sole discretioneach case in accordance with applicable law. A “Principal Transaction” is a transaction in which the Collateral Manager or any of its Affiliates sells assets to or purchases assets from the Issuer.

Certain Conflicts of Interest. (a) The Issuer understands that Subject to compliance with applicable laws and regulations and subject to this Agreement and the Collateral Manager and its Affiliates may have economic interests in (including, without limitation, controlling equity interests or other equity or debt interests), be lenders to, receive payments from, render services to, engage in transactions with or have other relationships with Obligors and issuers with respect to the Collateral Obligations included in the Assets. In particular, the Collateral Manager and its Affiliates 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 Issuer, or otherwise have interests different from or adverse to those of the Issuer. The Issuer agrees that, in the course of managing the Collateral Obligations held by the IssuerIndenture, the Collateral Manager may consider its relationships with other Clients (including obligors and issuers) and its Affiliates. The Collateral Manager may decline direct the Trustee to make a particular investment for the Issuer in view of such relationships. In addition, individuals who are partners, managers, members, shareholders, directors, officers, employees or agents of the Collateral Manager or of one or more of its Affiliates may serve on boards of directors ofacquire an Asset from, or otherwise have ongoing relationships with, such Obligors and issuers. 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 Issuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instancessell an Asset to, 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 dutyManager, in making or managing such investments, to act in a way that is favorable to the Issuer. (b) The Issuer agrees that neither the Collateral Manager nor any of its Affiliates is under any obligation to offer all investment opportunities of which they become aware to (including the Issuer or to account to the Issuer for (or share with the Issuer or inform the Issuer ofInvestment Adviser) any such transaction or any benefit received by them from any such transaction. The Issuer understands that the Collateral Manager and/or its Affiliates may have, Client for their own accounts or for 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 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 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 any of the Collateral Manager or its Affiliates or the account of any other Client. (c) Subject to the provisions of the Indenture, this Agreement and applicable law, the Collateral Manager is hereby authorized to effect client cross-transactions in which the Collateral Manager causes a purchase or sale of a Collateral Obligation or Eligible Investment to be effected between the Issuer and another account advised by the Collateral Manager or any of its Affiliates. In addition, except as otherwise permitted pursuant to Section 2, with the prior authorization of the Issuer, which authorization is hereby given and may be revoked at any time, the Collateral Manager is authorized to enter into agency cross-transactions in which the Collateral Manager or any of its Affiliates act (including the Investment Adviser) serves as broker investment adviser for the Issuer and for the other party to the transaction, to the extent permitted under applicable law, in which case fair market value; provided that the Collateral Manager or shall obtain the Issuer’s written consent through the Independent Review Party as provided herein if any such transaction requires the consent of the Issuer under Section 206(3) of the Advisers Act (an “Affiliate will receive commissions from, and have a potentially conflicting division of loyalties and responsibilities regarding, both parties to the transactionTransaction”). (db) In addition With respect to the requirements set forth approval of Affiliate Transactions by the Independent Review Party as provided in Section 5(a), the Indenture and subject Issuer shall appoint the Issuer’s Independent Manager as the Issuer’s designated manager, to act on behalf of the provisions of this Agreement and applicable law, an independent investor representative Issuer (the “Independent Review Party”) shall have the responsibility for approving (prior to settlement) any transactions between the ). The Issuer and acknowledges that Affiliates of the Collateral Manager or its Affiliates for which Issuer consent is required pursuant to Section 206(3) may acquire all of the Investment Advisers ActSubordinated Notes and Membership Interests. In certain circumstances, including Principal Transactions (as defined below). The parties hereto agree that Axiom Valuation Solutions shall be appointed by the interests of the Issuer as and/or the Independent Review Party, and each party hereto consents to such appointment and to the authority of such Independent Review Party Holders with respect to approval of Principal Transactions. In the event that Axiom Valuation Solutions is unable matters as to serve as the Independent Review Party for purposes of this Agreement, a majority of the managers of the Issuer shall appoint an alternative Person, after consultation with the Collateral Manager, to serve in such capacity. In addition, a majority of the managers of the Issuer may remove and replace the Independent Review Party at any time and in their sole discretion. A “Principal Transaction” is a transaction in which the Collateral Manager is advising the Issuer may conflict with the interests of the Collateral Manager. The Issuer hereby acknowledges that various potential and actual conflicts of interest do or any may exist with respect to the Collateral Manager as described in this Agreement and in the Final Offering Circular; provided that nothing in this Section 5 shall be construed as altering the duties of its Affiliates sells assets to the Collateral Manager as set forth herein, in the Indenture or purchases assets from the Issuerunder applicable law.

Certain Conflicts of Interest. (a) The Issuer understands that Subject to compliance with applicable laws and regulations and subject to this Agreement and the Collateral Manager and its Affiliates may have economic interests in (including, without limitation, controlling equity interests or other equity or debt interests), be lenders to, receive payments from, render services to, engage in transactions with or have other relationships with Obligors and issuers with respect to the Collateral Obligations included in the Assets. In particular, the Collateral Manager and its Affiliates 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 Issuer, or otherwise have interests different from or adverse to those of the Issuer. The Issuer agrees that, in the course of managing the Collateral Obligations held by the IssuerIndenture, the Collateral Manager may consider its relationships with other Clients (including obligors and issuers) and its Affiliates. The Collateral Manager may decline direct the Trustee to make a particular investment for the Issuer in view of such relationships. In addition, individuals who are partners, managers, members, shareholders, directors, officers, employees or agents of the Collateral Manager or of one or more of its Affiliates may serve on boards of directors ofacquire an Asset from, or otherwise have ongoing relationships with, such Obligors and issuers. 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 Issuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instancessell an Asset to, 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 dutyManager, in making or managing such investments, to act in a way that is favorable to the Issuer. (b) The Issuer agrees that neither the Collateral Manager nor any of its Affiliates is under any obligation to offer all investment opportunities of which they become aware to (including the Issuer or to account to the Issuer for (or share with the Issuer or inform the Issuer ofInvestment Adviser) any such transaction or any benefit received by them from any such transaction. The Issuer understands that the Collateral Manager and/or its Affiliates may have, Client for their own accounts or for 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 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 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 any of the Collateral Manager or its Affiliates or the account of any other Client. (c) Subject to the provisions of the Indenture, this Agreement and applicable law, the Collateral Manager is hereby authorized to effect client cross-transactions in which the Collateral Manager causes a purchase or sale of a Collateral Obligation or Eligible Investment to be effected between the Issuer and another account advised by the Collateral Manager or any of its Affiliates. In addition, except as otherwise permitted pursuant to Section 2, with the prior authorization of the Issuer, which authorization is hereby given and may be revoked at any time, the Collateral Manager is authorized to enter into agency cross-transactions in which the Collateral Manager or any of its Affiliates act (including the Investment Adviser) serves as broker investment adviser for the Issuer and for the other party to the transaction, to the extent permitted under applicable law, in which case fair market value; provided that the Collateral Manager or shall obtain the Issuer's written consent through the Independent Review Party as provided herein if any such transaction requires the consent of the Issuer under Section 206(3) of the Advisers Act (an “Affiliate will receive commissions fromTransaction”). Notwithstanding the foregoing, and have the Collateral Manager shall not direct the Trustee to sell an Asset (other than Equity Securities) to an Affiliate of the Issuer for a potentially conflicting division of loyalties and responsibilities regarding, both parties to price that is less than the transactionAffiliate Sale Amount. (db) In addition With respect to the requirements set forth approval of Affiliate Transactions by the Independent Review Party as provided in Section 5(a), the Indenture and subject Issuer shall appoint TICC Capital’s independent directors to act on behalf of the provisions of this Agreement and applicable law, an independent investor representative Issuer (the “Independent Review Party”) shall have the responsibility for approving (prior to settlement) any transactions between the ). The Issuer and acknowledges that Affiliates of the Collateral Manager or its Affiliates for which Issuer consent is required pursuant to Section 206(3) may acquire all of the Investment Advisers ActSubordinated Notes and Membership Interests. In certain circumstances, including Principal Transactions (as defined below). The parties hereto agree that Axiom Valuation Solutions shall be appointed by the interests of the Issuer as and/or the Independent Review Party, and each party hereto consents to such appointment and to the authority of such Independent Review Party Holders with respect to approval of Principal Transactions. In the event that Axiom Valuation Solutions is unable matters as to serve as the Independent Review Party for purposes of this Agreement, a majority of the managers of the Issuer shall appoint an alternative Person, after consultation with the Collateral Manager, to serve in such capacity. In addition, a majority of the managers of the Issuer may remove and replace the Independent Review Party at any time and in their sole discretion. A “Principal Transaction” is a transaction in which the Collateral Manager is advising the Issuer may conflict with the interests of the Collateral Manager. The Issuer hereby acknowledges that various potential and actual conflicts of interest do or any may exist with respect to the Collateral Manager as described in this Agreement and in the Final Offering Circular; provided that nothing in this Section 5 shall be construed as altering the duties of its Affiliates sells assets to the Collateral Manager as set forth herein, in the Indenture or purchases assets from the Issuerunder applicable law.