Common use of Other Conflicts of Interest17 Clause in Contracts

Other Conflicts of Interest17. The General Partner and the Fund Manager shall not, and hereby commit that the Fund shall not, directly or indirectly knowingly undertake any conduct constituting an actual or potential conflict of interest between (i) the Fund, any Portfolio Investment or any Portfolio Company on the one hand, and (ii) any Interested Person on the other hand (including the Fund directly or indirectly entering into any investment, divestment or other business transaction with any Interested Person whether or not on arm’s length terms and conditions) without the prior written consent of the Advisory Committee. Each of the General Partner and the Fund Manager shall promptly disclose to the Advisory Committee all actual or material potential conflicts of interest described at Section 9.5.1 of which it is aware. For the avoidance of doubt, the General Partner and the Fund Manager hereby acknowledge and agree that nothing disclosed (as a “Risk Factor” or otherwise) in the Fund’s offering documentation, as the same may be modified from time to time, shall be deemed solely by virtue of such disclosure to be a permissible conflict of interest under this Agreement or to otherwise reduce or eliminate the requirement for Advisory Committee disclosure or prior written consent as set forth in this Section 9.5 (Other Conflicts of Interest). REMOVAL OF THE GENERAL PARTNER; TERMINATION OF THE FUND

Other Conflicts of Interest17. The General Partner and the Fund Manager shall not, and hereby commit that the Fund shall not, directly or indirectly knowingly undertake any conduct constituting an actual or potential conflict of interest between (i) the Fund, any Portfolio Investment or any Portfolio Company on the one hand, and (ii) any Interested Person on the other hand (including the Fund directly or indirectly entering into any investment, divestment or other business transaction with any Interested Person whether or not on arm’s length terms and conditions) without the prior written consent of the Advisory Committee. Each of the General Partner and the Fund Manager shall promptly disclose to the Advisory Committee all actual or material potential conflicts of interest described at Section 9.5.1 of which it is aware. For the avoidance of doubt, the General Partner and the Fund Manager hereby acknowledge and agree that nothing disclosed (as a “Risk Factor” or otherwise) in the Fund’s offering documentation, as the same may be modified from time to time, shall be deemed solely by virtue of such disclosure to be a permissible conflict of interest under this Agreement or to otherwise reduce or eliminate the requirement for Advisory Committee disclosure or prior written consent as set forth in this Section 9.5 (Other Conflicts of Interest). REMOVAL OF THE GENERAL PARTNER; TERMINATION OF THE FUND.