Common use of Records; Confidentiality Clause in Contracts

Records; Confidentiality. The Asset Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative of the Issuer, the Collateral Trustee, and the independent accountants appointed by the Issuer pursuant to the Indenture at a mutually agreed time during normal business hours and upon not less than two Business Days’ prior notice. The Asset Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, and shall not disclose any such information to nonaffiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated Debt, (iii) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory or self-regulatory organization, body or official having jurisdiction over the Asset Manager or any of its Affiliates, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), (v) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, Trustee and the independent Independent accountants appointed selected by the Collateral Manager on behalf of the Issuer pursuant to Article 10 of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-Affiliated third parties except (ia) with the prior written consent of the Issuer, (iib) such information as the any Applicable Rating Agency shall reasonably request in connection with the its rating of the Rated DebtSecured Notes, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or (iii) the rules and regulations of any of its Affiliatesstock exchange (including the Cayman Islands Stock Exchange) on which the Notes may be listed, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”)legal, tax and accounting advisors) or (vf) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided. Notwithstanding the foregoing, it is agreed that (I) the Asset Collateral Manager or such Representative, may disclose (A) that it is serving as applicable, does not know or have reason to know collateral manager of any breach by such source of any confidentiality obligations to the Issuer with respect to such informationIssuer, (viiB) that was or is independently developed by the Asset Manager or any nature, aggregate principal amount and overall performance of its Representatives without use ofthe Issuer’s assets, or reference to, (C) the confidential information or amount of earnings on the Issuer’s assets and (viiiD) such other information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Issuer’s assets and the Holders Notes as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (II) each party hereto (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager For purposes of this Section 6, the Holders shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7considered “non-Affiliated third parties.”

Records; Confidentiality. (a) The Asset Manager shall agrees to maintain and to preserve for the Company such records as are necessary and proper or cause to be maintained appropriate books of account and records relating to services performed hereunderrequired by applicable law, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, and the independent accountants appointed by the Issuer pursuant to the Indenture Company at a mutually agreed any time during normal business hours upon reasonable advance written notice; provided that, for the avoidance of doubt, such records shall not include, and upon the Company shall not less than two Business Days’ have access to, without the prior notice. written consent of MRECS or the Manager (as applicable), any records of MRECS, any records maintained by the Manager for its own behalf or for its other clients, or any proprietary information of MRECS or the Manager. (b) The Asset Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, Confidential Information and shall not disclose any such information Confidential Information (or use the same except in furtherance of its duties under this Agreement) to nonaffiliated unaffiliated third parties except (i) with the prior written consent of the Issuer, Company; (ii) such information as the Rating Agency shall request in connection with the rating of the Rated Debtto legal counsel, accountants and other professional advisors; (iii) as required by lawto appraisers, regulation, court order or other legal process or financing sources and others in the rules or regulations ordinary course of any regulatory or self-regulatory organization, body or official the Company’s business; (iv) to governmental officials having jurisdiction over the Asset Manager or any of its Affiliates, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), Company; (v) such information as shall have been publicly disclosed other than in connection with any governmental or regulatory filings of the violation of this Agreement, Company or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vi) such information that was upon the receipt of an appropriate document subpoena or is obtained by the Asset Manager other appropriate request for documents from any federal, state, county or municipal government or any of its Representatives on a non-confidential basis; providedbureau, department or agency thereof, provided that if the Asset Manager or such Representativedetermines, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion discretion, not to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it provide documents in accordance with this Section 79(b), it may oppose such document subpoena or other request, provided that the Manager shall be responsible for all reasonable direct costs of such opposition; or (vii) to the extent such information is otherwise publicly available. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (A) has become publicly available through the actions of a Person other than the Manager, (B) is released in writing by the Company to the public or to Persons who are not under a similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third party without breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed. (c) The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. (a) The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records in accordance with GAAP relating to services performed hereunder, and such books of account and records and the Related Contracts shall be accessible for inspection and copying by a representative representatives of the IssuerBorrower, the Collateral Trustee, Agent and the independent accountants appointed by Administrative Agent, or their designees (at the Issuer pursuant to Borrower’s expense, in the Indenture at a mutually agreed time case of not more than one inspection during any fiscal year except during the continuance of an Event of Default), upon reasonable advance notice and during normal business hours hours, provided that (i) any expenses incurred by the Borrower hereunder shall be reasonable and documented and (ii) the Collateral Manager shall not be required to disclose any information which it is required by law or contract to keep confidential, provided further, that, rights under this Section 6(a) may be exercised by any and all of the Persons entitled to do so upon not less than two Business Days’ reasonable prior noticenotice to the Collateral Manager and as often as may reasonably be desired and, except during the continuance of an Event of Default, only one such visit per annum shall be at the Borrower’s expense. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated third parties that are not Affiliates of the Collateral Manager or the Borrower except (i) with the prior written consent of the IssuerBorrower, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated DebtLoans and Collateral Loans or any Credit Estimate, (iii) as required by law, regulation, court order or other legal process order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or as required by the rules and regulations of any of its Affiliatesstock exchange on which the Loans may be listed, (iv) to its Affiliates shareholders and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)professional advisors, (v) as expressly permitted in the Credit Agreement or in any other Loan Document, (vi) to the extent necessary in connection with the duties or rights of the Collateral Manager hereunder, under the Credit Agreement or under any other Loan Document, (vii) to the extent set forth in the second succeeding sentence, in connection with other transactions managed or to be managed by the Collateral Manager or its Affiliates or an assessment by others of the Collateral Manager or its Affiliates performance or investment management business or (viii) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 76, the HoldersLenders, prospective Lenders, the Administrative Agent, or the Collateral Trustee, and any of the Asset Manager’s Affiliates Agent shall in no event be considered “non-affiliated third partiesparties that are not Affiliates of the Collateral Manager or the Borrower.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuerherein, the Collateral TrusteeManager and its Affiliates shall have the right to disclose the Collateral Manager’s performance with respect to the Collateral owned by the Borrower from time to time in connection with the marketing of other portfolios, funds and accounts managed or to be managed by the Collateral Manager or any of its Affiliates. (b) Notwithstanding anything herein to the contrary, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt Collateral Manager (and each of their respective the employees, representatives personnel, representatives, or other agentsagents of the Collateral Manager) may disclose to any and all other Persons, without limitation limitations of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, described here (including the Class A-1A Credit Agreement ownership and disposition of the Indenture Loans) and all materials of any kind (including opinions or other tax analyses) that are provided to them the Collateral Manager relating to such tax treatment and tax structure. The Asset However any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent reasonably necessary to comply with applicable federal or state securities law. For purposes of this paragraph, the terms “tax treatment” and “tax structure” have the meaning given to such terms under U.S. Treasury Regulation Section 1.6011-4(c) and applicable state and local law. (c) If requested by the Majority Lenders on or after the Warehouse Closing Date, the Collateral Manager agrees that representatives of the Majority Lenders (or an independent third party auditing firm selected by the Majority Lenders) shall (at the Borrower’s expense) conduct an audit and/or field examination of the Collateral Manager, at reasonable times in a manner so as to not unduly disrupt the business of the Collateral Manager, for the purpose of examining the servicing and administration of the Collateral Loans, the results of which audit and/or field examination shall be promptly provided to the Lenders; provided that no more than one such audit or field examination shall be conducted during any fiscal year of the Collateral Manager. (d) If requested by the Administrative Agent or the Majority Lenders on or after the Warehouse Closing Date, the Collateral Manager shall not be liable for any subsequent disclosure participate in a meeting with the Administrative Agent and the Lenders requested pursuant to Section 5.6(c) of information disclosed by it in accordance with this Section 7the Credit Agreement.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two one Business Days’ Day prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties except (ia) with the prior written consent of the Issuer, (iib) such information as the a Rating Agency shall reasonably request in connection with the its rating of the Rated Debtapplicable Class of Secured Notes or in supplying credit estimates on any Collateral Obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its AffiliatesAffiliates or (iii) the rules and regulations of any stock exchange on which the Secured Notes may be listed, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any including, without limitation, legal, tax and accounting advisors) who agree to keep such person who receives confidential information from the Asset Manager, collectively, “Representatives”)confidential, (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (viig) that was as expressly permitted in the Final Offering Circular, in the Indenture or is independently developed by the Asset Manager or in any of its Representatives without use ofother Transaction Document, or reference to, the confidential information or (viiih) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or their Related Persons in its sole discretion to be necessary, advisable or desirableconnection with their marketing activities. For purposes of this Section 76, the Holders, the Collateral Trustee, the Calculation Agent and any of the Asset Manager’s Affiliates Collateral Administrator shall in no event not be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreementforegoing, it is agreed that the Class A-1A Credit Agreement or in the Indenture, Collateral Manager may disclose (a) that it is serving as collateral manager of the Issuer, (b) the Collateral Trusteenature, the Asset Manager, the Loan Agent aggregate principal amount and the Holders and beneficial owners overall performance of the Debt Issuer’s assets, (c) the amount of earnings on the Assets, and (d) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. (a) The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative of the Issuer, the Collateral Trustee, Trustee and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall provide the Issuer with sufficient information and reports to maintain the books and records of the Issuer. (b) The Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the any Rating Agency shall reasonably request in connection with its rating on the rating of the Rated Debt, (iii) in connection with establishing trading or investment accounts or otherwise in connection with effecting transactions on behalf of the Issuer, (iv) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Manager or any of its AffiliatesCollateral Manager, (ivv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors professional advisers or (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), (vvi) such information as shall have been publicly disclosed other than in the violation of this Agreement. Notwithstanding the foregoing, the Collateral Manager (via) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer may present summary data with respect to such information, (vii) that was the performance of the Assets in conjunction with presentation of performance statistics of other funds managed or is independently developed to be managed by the Asset Collateral Manager or any its Affiliates, and may aggregate data with respect to the performance of its Representatives without use of, one or reference tomore categories of Assets with similar data of such other funds and (b) may disclose such other information about the Issuer, the confidential information or (viii) such information that Assets and the Asset Manager may determine in its sole discretion to be necessary, advisable or desirableDebt as is customarily disclosed by managers of collateralized loan obligations. For purposes of this Section 76, the Holders, the Collateral Trustee, Holders and any beneficial owners of the Asset Manager’s Affiliates Notes shall in no event be considered “non-affiliated third parties.” ” (c) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuercontrary, the Collateral Trustee, the Asset Manager, the Loan Agent Issuers, the Trustee and the Holders and beneficial owners of the Debt Notes (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure (in each case, under applicable federal, state or local law) of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such U.S. tax treatment and U.S. tax structure. The Asset Manager ; provided that such U.S. tax treatment and U.S. tax structure shall not be liable for any subsequent disclosure of information disclosed by it in accordance kept confidential to the extent reasonably necessary to comply with this Section 7applicable U.S. federal or state laws.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three (3) Business Days’ prior notice; provided, however, that the Collateral Manager shall not be required to disclose or share any of its books or records in respect of any loan-level information with respect the Collateral Obligations or any Obligor to any Holder; provided, further, that, to the extent the Collateral Manager does make available any loan-level information with respect the Collateral Obligations or any Obligor, the Collateral Manager has no responsibility for and makes no representation or warranty as to the accuracy or completeness of any such information in its possession, whether or not disclosed to any Holder or any other Person, it being understood and acknowledged by the Issuer that the Collateral Manager may have or come into possession from time to time of information that conflicts with the loan-level information in its possession at such time, and shall have no obligation to update, supplement or correct such materials. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders and beneficial owners of the Notes) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency S&P shall reasonably request in connection with the its rating of the Rated DebtSecured Notes or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its AffiliatesAffiliates or (iii) the Cayman Islands Stock Exchange, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in its sole discretion to the Final Offering Circular, in the Indenture or in any other Transaction Document or (i) general performance information which may be necessary, advisable or desirable. For purposes of this Section 7, the Holders, used by the Collateral TrusteeManager, and any its Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to Issuer, (b) the contrary in this Agreementnature, aggregate principal amount and overall performance of the Class A-1A Credit Agreement or in Assets, (c) the Indentureamount of earnings on the Assets, (d) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Notes as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and e) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager For purposes of this Section 6, the Holders and beneficial owners of the Notes shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7considered “non-affiliated third parties.”

Records; Confidentiality. (a) The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative of the Issuer, the Collateral Trustee, Trustee and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall provide the Issuer with sufficient information and reports to maintain the books and records of the Issuer. (b) The Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the any Rating Agency shall reasonably request in connection with the its rating of the Rated DebtNotes, (iii) in connection with establishing trading or investment accounts or otherwise in connection with effecting transactions on behalf of the Issuer, (iv) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Manager or any of its AffiliatesCollateral Manager, (ivv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors professional advisers or (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), (vvi) such information as shall have been publicly disclosed other than in the violation of this Agreement. Notwithstanding the foregoing, the Collateral Manager (via) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer may present summary data with respect to such information, (vii) that was the performance of the Assets in conjunction with presentation of performance statistics of other funds managed or is independently developed to be managed by the Asset Collateral Manager or any its Affiliates, and may aggregate data with respect to the performance of its Representatives without use of, one or reference tomore categories of Assets with similar data of such other funds and (b) may disclose such other information about the Issuer, the confidential information or (viii) such information that Assets and the Asset Manager may determine in its sole discretion to be necessary, advisable or desirableSecurities as is customarily disclosed by managers of collateralized loan obligations. For purposes of this Section 76, the Holders, the Collateral Trustee, Holders and any beneficial owners of the Asset Manager’s Affiliates Securities shall in no event be considered “non-affiliated third parties.” ” (c) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuercontrary, the Collateral Trustee, the Asset Manager, the Loan Agent Issuers, the Trustee and the Holders and beneficial owners of the Debt Securities (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure (in each case, under applicable federal, state or local law) of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such U.S. tax treatment and U.S. tax structure. The Asset Manager ; provided that such U.S. tax treatment and U.S. tax structure shall not be liable for any subsequent disclosure of information disclosed by it in accordance kept confidential to the extent reasonably necessary to comply with this Section 7applicable U.S. federal or state laws.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Section 10.9 of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders of the Obligations) except (ia) with the prior written consent of the Issuer, (iib) such information as the a Rating Agency shall reasonably request in connection with the its rating of the Rated DebtObligations or supplying credit ratings or estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its AffiliatesAffiliates or (iii) the Irish Stock Exchange, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”)legal, tax and accounting advisors) and consultants, (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (viig) that was or is independently developed by to nationally recognized statistical rating agencies in accordance with Rule 17g-5 under the Asset Manager or any of its Representatives without use ofExchange Act, or reference to, the confidential information or (viiih) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine in perform its sole discretion to duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be necessary, advisable or desirable. For purposes of this Section 7, the Holders, used by the Collateral TrusteeManager, and any its Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (i) that it is serving as collateral manager of the Asset ManagerIssuer, (ii) the nature, aggregate principal amount and overall performance of the Issuer’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to Assets, (iii) the contrary in this Agreementamount of earnings on the Assets, the Class A-1A Credit Agreement or in the Indenture, (iv) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Obligations as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and v) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kindlimitation, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager For purposes of this Section 6, the Holders of the Obligations shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7considered “non-affiliated third parties.”

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders and the independent accountants appointed by the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours at a time acceptable to the Collateral Manager in its reasonable judgment and upon not less than two five Business Days’ prior notice. The Asset Except as may be required hereunder, by the Indenture, pursuant to court order or other legal process, and subject to the preceding sentence, the Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-Affiliated third parties except (ia) with the prior written consent of the Issuer, (iib) such information as the any Rating Agency shall request in connection with the rating of the Rated Debtany Class of Secured Notes shall reasonably request, (iiic) as required by lawlaw (including for purposes of avoiding or reducing any withholding taxes imposed by any jurisdiction), regulation, court order or other legal process or the rules or regulations of any regulatory or self-regulatory regulating organization, examiner, governmental body or regulatory body or official having jurisdiction over the Asset Collateral Manager or as required by any of its AffiliatesUnderlying Instrument, (ivd) to its Affiliates and its the Issuer’s professional advisers and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives to the Trustee and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)Collateral Administrator, (ve) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vif) to the extent permitted by applicable securities laws, if requested, to potential buyers in connection with a sale of any of the Notes, (g) to its members, managers, partners, officers, directors, and employees involved in performing the obligations of the Collateral Manager under this Agreement, (h) to any bona fide buyer or potential buyer and any such Person’s attorneys and professional advisers in connection with an issuance or sale or potential issuance or sale to such Person of any equity interests of, debt of, or assets owned by the Collateral Manager; provided that each such Person to whom such information is so disclosed shall have agreed to maintain the confidentiality thereof pursuant to an agreement containing provisions substantially the same as those of this Section 6, (i) in connection with the enforcement of the Collateral Manager’s rights hereunder or in any dispute or proceeding related hereto or to any of the other Transaction Documents, (j) to Holders and beneficial owners and potential purchasers of any of the Notes or any beneficial interest therein, (k) as required to enable the Collateral Manager to perform its obligations hereunder, (l) such information that was or is obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, provided that the Asset Collateral Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, thereto or (viim) that was or is independently developed general performance information which may be used by the Asset Collateral Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine Affiliates in its sole discretion to be necessary, advisable or desirableconnection with their marketing activities. For purposes of this Section 76, none of the Trustee, the Holders, the Initial Purchaser or the Collateral Trustee, and any of the Asset Manager’s Affiliates Administrator shall in no event be considered “non-affiliated Affiliated third parties.” Notwithstanding anything in this Section 6 to the contrary in this Agreement, but subject to any confidentiality agreements to which the Class A-1A Credit Agreement Collateral Manager or in the Indenture, the IssuerIssuer may be subject, the Collateral TrusteeManager shall have the right to disclose, to the extent permitted by applicable securities laws, general information regarding the transaction which is the subject of this Agreement and the Collateral Manager’s performance with respect to the portfolio of Collateral Obligations and/or Assets owned by the Issuer from time to time in periodic reports on Form 8-K (or other filings) that may be filed by the Collateral Manager with the Securities and Exchange Commission or in connection with the marketing of other funds managed or to be managed by the Collateral Manager or any of its Affiliates. Notwithstanding any contrary agreement or understanding, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt Collateral Manager (and each of their its respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager foregoing provision shall not apply from the beginning of discussions between the parties. For this purpose, the tax treatment of a Transaction is the purported or claimed U.S. federal income tax treatment of such Transaction, and the tax structure of a Transaction is any fact that may be liable for any subsequent disclosure relevant to understanding the purported or claimed U.S. federal income tax treatment of information disclosed by it in accordance with this Section 7such Transaction.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any holders and beneficial owners of the Notes) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency Agencies shall reasonably request in connection with the its rating of the Rated DebtNotes or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its affiliates or (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliatesaffiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in its sole discretion to be necessarythe Final Offering Circular, advisable in the Indenture or desirable. For purposes of this Section 7in any other Transaction Document, the Holders, (i) in connection with any regulatory filing that the Collateral TrusteeManager is required to make or (j) general performance information which may be used by the Collateral Manager, and any its affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (A) that it is serving as collateral manager of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to Issuer, (B) the contrary in this Agreementnature, aggregate principal amount and overall performance of the Class A-1A Credit Agreement or in Assets, (C) the Indentureamount of earnings on the Assets, (D) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Notes as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and E) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager shall not be liable for Nothing in this Agreement prohibits the reporting of possible violations of state or federal law or regulation to or otherwise responding to or cooperating with an investigation by any subsequent disclosure governmental agency or entity, including the Department of information disclosed by it in accordance with this Section 7Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any holders and beneficial owners of the Notes) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency Agencies shall reasonably request in connection with the its rating of the Rated DebtNotes or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>.<<NUM>>.<<VER>> \* MERGEFORMAT BUSINESS.32491265.2 affiliates or (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliatesaffiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in its sole discretion to be necessarythe Final Offering Circular, advisable in the Indenture or desirable. For purposes of this Section 7in any other Transaction Document, the Holders, (i) in connection with any regulatory filing that the Collateral TrusteeManager is required to make or (j) general performance information which may be used by the Collateral Manager, and any its affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (A) that it is serving as collateral manager of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to Issuer, (B) the contrary in this Agreementnature, aggregate principal amount and overall performance of the Class A-1A Credit Agreement or in Assets, (C) the Indentureamount of earnings on the Assets, (D) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Notes as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and E) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager shall not be liable for Nothing in this Agreement prohibits the reporting of possible violations of state or federal law or regulation to or otherwise responding to or cooperating with an investigation by any subsequent disclosure governmental agency or entity, including the Department of information disclosed by it in accordance with this Section 7Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation.

Records; Confidentiality. The Asset Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative of the Issuer, the Collateral Trustee, and the independent accountants appointed by the Issuer pursuant to the Indenture at a mutually agreed time during normal business hours and upon not less than two Business Days’ prior notice. The Asset Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, and shall not disclose any such information to nonaffiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated Debt, (iii) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory or self-regulatory organization, body or official having jurisdiction over the Asset Manager or any of its Affiliates, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), (v) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement Agreements or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement Agreements and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. (a) The Asset Manager shall agrees to maintain and to preserve for the Company such records as are necessary and proper or cause to be maintained appropriate books of account and records relating to services performed hereunderrequired by applicable law, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, and the independent accountants appointed by the Issuer pursuant to the Indenture Company or any Subsidiary at a mutually agreed any time during normal business hours upon reasonable advance written notice; provided that, for the avoidance of doubt, such records shall not include, and upon the Company shall not less than two Business Days’ have access to, without the prior notice. written consent of the Manager , any records of the Manager not relating directly to the management of the Company, any records maintained by the Manager for its own behalf or for its other clients, or any proprietary information of the Manager. (b) The Asset Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, under this Agreement (“Confidential Information”) and shall not disclose any such information Confidential Information (or use the same except in furtherance of its duties under this Agreement) to nonaffiliated unaffiliated third parties except (i) with the prior written consent of the Issuer, Board of Directors; (ii) such information as to legal counsel, accountants and other professional advisors; (iii) to appraisers, financing sources and others in the Rating Agency shall request ordinary course of the Company’s business; (iv) to governmental officials having jurisdiction over the Company or any Subsidiary; (v) in connection with the rating any governmental or regulatory filings of the Rated Debt, Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (iiivi) as required by law, regulation, court order law or other legal process or to which the rules or regulations of any regulatory or self-regulatory organization, body or official having jurisdiction over the Asset Manager or any Person to whom disclosure is permitted hereunder is a party; or (vii) to the extent such information is otherwise publicly available. Notwithstanding anything herein to the contrary, each of its Affiliatesthe following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (A) has become publicly available through the actions of a Person other than the Manager, (ivB) is released in writing by the Company or any Subsidiary to its Affiliates the public or to Persons who are not under a similar obligation of confidentiality to the Company and its and its Affiliates’ respective directorsSubsidiaries, members, partners, managers, officers, employees, agents, representatives and advisors or (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), (vC) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on from a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any third party without breach by such source third party of any confidentiality obligations to the Issuer an obligation of confidence with respect to such information, the Confidential Information disclosed. (viic) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes The provisions of this Section 7, 6 shall survive the Holders, the Collateral Trustee, and any expiration or earlier termination of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third partiesthis Agreement for a period of one year.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders and beneficial owners of Debt) except (ia) with the prior written consent of the Issuer, (iib) such information as the a Rating Agency shall reasonably request in connection with the its rating of the Rated DebtSecured Debt or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its AffiliatesAffiliates or (iii) the rules and regulations of any stock exchange on which the Debt may be listed, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine in perform its sole discretion to duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be necessary, advisable or desirable. For purposes of this Section 7, the Holders, used by the Collateral TrusteeManager, and any its Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Asset ManagerIssuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to assets, (c) the contrary in this Agreementamount of earnings on the Assets, the Class A-1A Credit Agreement or in the Indenture, (d) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Debt as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and e) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager For purposes of this Section 6, the Holders shall not be liable for any subsequent disclosure of information disclosed by it considered “non-affiliated third parties.” Nothing in accordance with this Section 76 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement hereunder to notify the Collateral Manager that any such reports or disclosures have been made.

Records; Confidentiality. (a) The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records in accordance with GAAP relating to services performed hereunder, and such books of account and records and the Related Contracts shall be accessible for inspection and copying by a representative representatives of the IssuerBorrower, the Collateral Trustee, Agent and the independent accountants appointed by Facility Agent, or their designees (at the Issuer pursuant to Borrower’s expense, in the Indenture at a mutually agreed time case of not more than one inspection during any fiscal year except during the continuance of an Event of Default), upon reasonable advance notice and during normal business hours hours, provided that (i) any expenses incurred by the Borrower hereunder shall be reasonable and documented and (ii) the Collateral Manager shall not be required to disclose any information which it is required by law or contract to keep confidential, provided further, that, rights under this Section 6(a) may be exercised by any and all of the Persons entitled to do so upon not less than two Business Days’ reasonable prior noticenotice to the Collateral Manager and as often as may reasonably be desired and, except during the continuance of an Event of Default, only one such visit per annum shall be at the Borrower’s expense. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated third parties that are not Affiliates of the Collateral Manager or the Borrower except (i) with the prior written consent of the IssuerBorrower, (ii) such information as the Rating Agency any rating agency shall request in connection with the rating of the Rated DebtCollateral Obligations or any Credit Estimate, (iii) as required by law, regulation, court order or other legal process order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or as required by the rules and regulations of any of its Affiliatesstock exchange on which the Loans may be listed, (iv) to its Affiliates shareholders and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)professional advisors, (v) as expressly permitted in the Credit Agreement or in any other Loan Document, (vi) to the extent necessary in connection with the duties or rights of the Collateral Manager hereunder, under the Credit Agreement or under any other Loan Document, (vii) to the extent set forth in the second succeeding sentence, in connection with other transactions managed or to be managed by the Collateral Manager or its Affiliates or an assessment by others of the Collateral Manager or its Affiliates performance or investment management business or (viii) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 76, the HoldersSenior Lenders, prospective Senior Lenders, the Facility Agent, or the Collateral Trustee, and any of the Asset Manager’s Affiliates Agent shall in no event be considered “non-affiliated third partiesparties that are not Affiliates of the Collateral Manager or the Borrower.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuerherein, the Collateral TrusteeManager and its Affiliates shall have the right to disclose the Collateral Manager’s performance with respect to the Collateral owned by the Borrower from time to time in connection with the marketing of other portfolios, funds and accounts managed or to be managed by the Collateral Manager or any of its Affiliates. (b) Notwithstanding anything herein to the contrary, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt Collateral Manager (and each of their respective the employees, representatives personnel, representatives, or other agentsagents of the Collateral Manager) may disclose to any and all other Persons, without limitation limitations of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, described here (including the Class A-1A Credit Agreement ownership and disposition of the Indenture Loans) and all materials of any kind (including opinions or other tax analyses) that are provided to them the Collateral Manager relating to such tax treatment and tax structure. The Asset However any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent reasonably necessary to comply with applicable federal or state securities law. For purposes of this paragraph, the terms “tax treatment” and “tax structure” have the meaning given to such terms under United States Treasury Regulation Section 1.6011-4(c) and applicable state and local law. (c) If requested by the Controlling Parties, the Collateral Manager agrees that representatives of the Controlling Parties (or an independent third party auditing firm selected by the Controlling Parties) shall (at the Borrower’s expense) conduct an audit and/or field examination of the Collateral Manager, at reasonable times in a manner so as to not unduly disrupt the business of the Collateral Manager, for the purpose of examining the servicing and administration of the Collateral Obligations, the results of which audit and/or field examination shall be promptly provided to the Senior Lenders; provided that no more than one such audit or field examination shall be conducted during any fiscal year of the Collateral Manager. (d) If requested by the Facility Agent or the Controlling Parties, the Collateral Manager shall not be liable for any subsequent disclosure participate in a meeting with the Facility Agent and the Senior Lenders requested pursuant to Section 5.5(c) of information disclosed by it in accordance with this Section 7the Credit Agreement.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Section 10.8 of the Indenture at a mutually agreed any time during normal business hours and upon not less than two five Business Days’ prior notice; provided that any books or records provided or made available to such representatives do not contain confidential information concerning other Clients of the Collateral Manager or if so that such information is removed or redacted as appropriate prior to its release; and provided, further, that such representatives prior to having access to such books or records sign any confidentiality agreement reasonably required by the Collateral Manager concerning information reasonably deemed confidential by the Collateral Manager. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties except (ia) with the prior written consent of the Issuer, (iib) such information as the a Rating Agency shall reasonably request in connection with the its rating of the Rated DebtSecured Notes or in supplying credit estimates on any Collateral Obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its AffiliatesAffiliates or (iii) the Irish Stock Exchange, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (viig) that was as expressly permitted in the Final Offering Circular, in the Indenture or is independently developed by the Asset Manager or in any of its Representatives without use ofother Transaction Document, or reference to, the confidential information or (viiih) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or their Related Persons in its sole discretion to be necessary, advisable or desirableconnection with their marketing activities. For purposes of this Section 76, the Holders, the Collateral Trustee, the Calculation Agent and any of the Asset Manager’s Affiliates Collateral Administrator shall in no event not be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreementforegoing, the Class A-1A Credit Agreement or in the Indenture, the Issuer, it is agreed that the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt Manager (and with respect to clause (e) of this sentence, each of their its respective employees, representatives or other agents) may disclose (a) that it is serving as collateral manager of the Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (e) to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any holders and beneficial owners of the Notes) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency shall reasonably request in connection with the its rating of the Rated DebtNotes or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its affiliates or (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliatesaffiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in its sole discretion to be necessarythe Final Offering Circular, advisable in the Indenture or desirable. For purposes of this Section 7in any other Transaction Document, the Holders, (i) in connection with any regulatory filing that the Collateral TrusteeManager is required to make or (j) general performance information which may be used by the Collateral Manager, and any its affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (A) that it is serving as collateral manager of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to Issuer, (B) the contrary in this Agreementnature, aggregate principal amount and overall performance of the Class A-1A Credit Agreement or in Assets, (C) the Indentureamount of earnings on the Assets, (D) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Notes as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and E) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager shall not be liable for Nothing in this Agreement prohibits the reporting of possible violations of state or federal law or regulation to or otherwise responding to or cooperating with an investigation by any subsequent disclosure governmental agency or entity, including the Department of information disclosed by it in accordance with this Section 7Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation.

Records; Confidentiality. The Asset Manager Collateral Servicer shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the holders, and the independent Independent accountants appointed by the Collateral Servicer on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Manager Collateral Servicer shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any holders and beneficial owners of the Debt) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency shall reasonably request in connection with the its rating of the Rated DebtDebt or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Servicer or any of its affiliates or (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Manager Collateral Servicer or any of its Affiliatesaffiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Manager or any of its Representatives Collateral Servicer on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Manager Collateral Servicer may determine perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in its sole discretion to be necessarythe Final Offering Circular, advisable in the Indenture or desirable. For purposes of this Section 7in any other Transaction Document, the Holders, (i) in connection with any regulatory filing that the Collateral TrusteeServicer is required to make or (j) general performance information which may be used by the Collateral Servicer, and any its affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Servicer may disclose (A) that it is serving as Collateral Servicer of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to Issuer, (B) the contrary in this Agreementnature, aggregate principal amount and overall performance of the Class A-1A Credit Agreement or in Assets, (C) the Indentureamount of earnings on the Assets, (D) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Debt as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and E) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager shall not be liable for Nothing in this Agreement prohibits the reporting of possible violations of state or federal law or regulation to or otherwise responding to or cooperating with an investigation by any subsequent disclosure governmental agency or entity, including the Department of information disclosed by it in accordance with this Section 7Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three (3) Business Days’ prior notice; provided, however, that the Collateral Manager shall not be required to disclose or share any of its books or records in respect of any loan-level information with respect the Collateral Obligations or any Obligor to any Holder; provided, further, that, to the extent the Collateral Manager does make available any loan-level information with respect the Collateral Obligations or any Obligor, the Collateral Manager has no responsibility for and makes no representation or warranty as to the accuracy or completeness of any such information in its possession, whether or not disclosed to any Holder or any other Person, it being understood and acknowledged by the Issuer that the Collateral Manager may have or come into possession from time to time of information that conflicts with the loan-level information in its possession at such time, and shall have no obligation to update, supplement or correct such materials. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders and beneficial owners of the Debt) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency S&P shall reasonably request in connection with the its rating of the Rated DebtSecured Debt or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process or the rules or regulations of any a request by a governmental regulatory or self-regulatory organization, body or official having agency with jurisdiction over the Asset Collateral Manager or any of its Affiliates, (ivii) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), (v) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was rules or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know regulations of any breach by such source of any confidentiality obligations to the Issuer with respect to such informationself-regulating organization, (vii) that was body or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.official having

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties except (ia) with the prior written consent of the Issuer, (iib) such information as the a Rating Agency shall reasonably request in connection with the its rating of the Rated DebtSecured Notes or in supplying credit estimates on any Collateral Obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its AffiliatesAffiliates or (iii) the rules and regulations of any stock exchange on which the Secured Notes may be listed, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (viig) that was as expressly permitted in the Final Offering Circular, in the Indenture or is independently developed by the Asset Manager or in any of its Representatives without use ofother Transaction Document, or reference to, the confidential information or (viiih) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or their Related Persons in its sole discretion to be necessary, advisable or desirableconnection with their marketing activities. For purposes of this Section 76, the Holders, the Collateral Trustee, the Calculation Agent and any of the Asset Manager’s Affiliates Collateral Administrator shall in no event not be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreementforegoing, it is agreed that the Class A-1A Credit Agreement or in Collateral Manager may disclose (a) that it is serving as collateral manager of the IndentureIssuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Notes as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and e) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders and beneficial owners of Notes) except (ia) with the prior written consent of the Issuer, (iib) such information as the a Rating Agency shall reasonably request in connection with the its rating of the Rated DebtNotes or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its AffiliatesAffiliates or (iii) the Irish Stock Exchange, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine in perform its sole discretion to duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be necessary, advisable or desirable. For purposes of this Section 7, the Holders, used by the Collateral TrusteeManager, and any its Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Asset ManagerIssuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to assets, (c) the contrary in this Agreementamount of earnings on the Assets, the Class A-1A Credit Agreement or in the Indenture, (d) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Notes as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and e) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager For purposes of this Section 6, the Holders shall not be liable for any subsequent disclosure of information disclosed by it considered “non-affiliated third parties.” Nothing in accordance with this Section 76 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the United States Congress, and any agency inspector general, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement hereunder to notify the Collateral Manager that any such reports or disclosures have been made.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three (3) Business Days’ prior notice; provided, however, that the Collateral Manager shall not be required to disclose or share any of its books or records in respect of any loan-level information with respect the Collateral Obligations or any Obligor to any Holder; provided, further, that, to the extent the Collateral Manager does make available any loan-level information with respect the Collateral Obligations or any Obligor, the Collateral Manager has no responsibility for and makes no representation or warranty as to the accuracy or completeness of any such information in its possession, whether or not disclosed to any Holder or any other Person, it being understood and acknowledged by the Issuer that the Collateral Manager may have or come into possession from time to time of information that conflicts with the loan-level information in its possession at such time, and shall have no obligation to update, supplement or correct such materials. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders and beneficial owners of the Notes) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency S&P shall reasonably request in connection with the its rating of the Rated DebtSecured Debt or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its AffiliatesAffiliates or (iii) the Irish Stock Exchange, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.g)

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, Trustee and the independent Independent accountants appointed selected by the Collateral Manager on behalf of the Issuer pursuant to Article 10 of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-Affiliated third parties except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency shall reasonably request in connection with the its rating of the Rated Secured Debt, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or (iii) the rules and regulations of any of its Affiliatesstock exchange on which the Debt may be listed, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”)legal, tax and accounting advisors) or (vf) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided. Notwithstanding the foregoing, it is agreed that (I) the Asset Collateral Manager or such Representative, may disclose (A) that it is serving as applicable, does not know or have reason to know collateral manager of any breach by such source of any confidentiality obligations to the Issuer with respect to such informationIssuer, (viiB) that was or is independently developed by the Asset Manager or any nature, aggregate principal amount and overall performance of its Representatives without use ofthe Issuer’s assets, or reference to, (C) the confidential information or amount of earnings on the Issuer’s assets and (viiiD) such other information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Issuer’s assets and the Holders Debt as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (II) each party hereto (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to BUSINESS.31747005.5 them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager For purposes of this Section 6, the Holders shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7considered “non- Affiliated third parties.”

Records; Confidentiality. (a) The Asset Portfolio Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at a any mutually agreed reasonable time during normal business hours and upon not less than two five (5) Business Days’ prior notice. The Asset Portfolio Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (ai) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure confidential or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential (collectively, “Confidential Information”) and obtained in connection with the services rendered hereunder, and shall not disclose any such information Confidential Information to nonaffiliated non-affiliated third parties (which shall in no event be deemed to include holders of Notes) except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agency shall reasonably request in connection with the its rating of the Rated Debtany Class of Notes, (iii) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory stock exchange or self-regulatory regulating organization, body or official having jurisdiction over the Asset Manager Issuer or any of its Affiliatesthe Portfolio Manager, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)professional advisers, (v) such information as shall have been publicly available or disclosed other than in the violation of this AgreementAgreement or the Indenture, (vi) such information that was or is obtained by the Asset Portfolio Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) such information that was or is independently developed obtained by the Asset Portfolio Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Portfolio Manager to be bound by this Agreement or any of its Representatives without use of, or reference to, another confidentiality agreement with the confidential information Issuer or (viii) such information that is related to the Asset investment performance of the Portfolio Manager may determine in or its sole discretion to be necessary, advisable or desirable. For purposes Advisor. (b) Notwithstanding the provisions of this Section 710(a), the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (Portfolio Manager and each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this Agreementthe Issuer Documents, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset . (c) Notwithstanding anything to the contrary contained herein or in any Transaction Document, the Portfolio Manager shall not be liable for required to furnish any subsequent disclosure of information disclosed to the extent prohibited by it in accordance with this Section 7applicable confidentiality restrictions (whether legal, contractual or otherwise).

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral TrusteeAgent, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders and beneficial owners of Debt) except (ia) with the prior written consent of the Issuer, (iib) such information as the a Rating Agency shall reasonably request in connection with the its rating of the Rated DebtSecured Debt or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its AffiliatesAffiliates or (iii) the rules and regulations of any stock exchange on which the Notes may be listed, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine in perform its sole discretion to duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be necessary, advisable or desirable. For purposes of this Section 7, the Holders, used by the Collateral TrusteeManager, and any its Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Asset ManagerIssuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to assets, (c) the contrary in this Agreementamount of earnings on the Assets, the Class A-1A Credit Agreement or in the Indenture, (d) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Debt as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and e) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager For purposes of this Section 6, the Holders shall not be liable for any subsequent disclosure of information disclosed by it considered “non-affiliated third parties.” Nothing in accordance with this Section 76 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement hereunder to notify the Collateral Manager that any such reports or disclosures have been made.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the IssuerBorrower, the Collateral Trustee, Administrative Agent and the independent accountants appointed by the Issuer pursuant to the Indenture Subordinated Lenders at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating obtained in connection with the services rendered hereunder and shall not disclose any such information to non-affiliated third parties (excluding the Issuer or its services hereunder that is either Administrative Agent, the Lenders and the Subordinated Lenders) except (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning with the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the prior written consent of the Issuer or any other PersonBorrower and the Administrative Agent (which consent shall not be unreasonably withheld), after the issuance or incurrence, (b) such information as applicable, a rating agency shall reasonably request in connection with its rating of the Debt, the Asset Manager or any of its Affiliates may release securities issued in the ordinary course of its business such information CLO Transaction or supplying credit estimates on any obligation included in the Warehouse Assets, (ic) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) connection with establishing trading or investment accounts or otherwise in connection with marketing or performance advertising effecting Transactions on behalf of the IssuerBorrower, other investment vehicles (d) as required by (i) applicable law, regulation, court order, or other accounts managed or advised a request by a governmental regulatory agency with jurisdiction over the Asset Collateral Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, and shall not disclose any such information to nonaffiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated Debt, (iii) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Credit Agreement or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine in perform its sole discretion to be necessaryduties hereunder, advisable or desirable. For purposes of this Section 7, under the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or any other Credit Document, (h) as expressly permitted in the Indenture, the Issuer, Credit Agreement or any other Credit Document or (i) general performance information which may be used by the Collateral Trustee, the Asset Manager, its Affiliates or Owners in connection with their marketing activities. Notwithstanding the Loan Agent foregoing, it is agreed that the Collateral Manager may disclose (A) that it is serving as collateral manager of the Borrower, (B) the nature, aggregate principal amount and overall performance of the Warehouse Assets, (C) the amount of earnings on the Warehouse Assets, (D) such other information about the Borrower and the Holders Warehouse Assets as is customarily disclosed by managers of similar transactions and beneficial owners of the Debt (and E) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this the Credit Agreement, the Class A-1A Credit this Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. (a) The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records in accordance with GAAP relating to services performed hereunder, and such books of account and records and the Underlying Instruments shall be accessible for inspection and copying by a representative representatives of the IssuerBorrower, the Collateral Trustee, Agent and the independent accountants appointed by Administrative Agent, or their designees (at the Issuer pursuant to Borrower’s expense, in the Indenture at a mutually agreed time case of not more than one inspection during any fiscal year except during the continuance of an Event of Default), upon reasonable advance notice and during normal business hours hours, provided that (i) any expenses incurred by the Borrower hereunder shall be reasonable and documented and (ii) the Collateral Manager shall not be required to disclose any information which it is required by law or contract to keep confidential, provided further, that, rights under this Section 6(a) may be exercised by any and all of the Persons entitled to do so upon not less than two Business Days’ reasonable prior noticenotice to the Collateral Manager and as often as may reasonably be desired and, except during the continuance of an Event of Default, only one such visit per annum shall be at the Borrower’s expense. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated third parties that are not Affiliates of the Collateral Manager or the Borrower except (i) with the prior written consent of the IssuerBorrower, (ii) such information as the Rating Agency S&P shall request in connection with the rating of the Rated Debtany credit estimate, (iii) as required by law, regulation, court order or other legal process order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or as required by the rules and regulations of any of its Affiliatesstock exchange on which the Loans may be listed, (iv) to its Affiliates shareholders and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)professional advisors, (v) as expressly permitted in the Credit Agreement or in any other Loan Document, (vi) to the extent necessary in connection with the duties or rights of the Collateral Manager hereunder, under the Credit Agreement or under any other Loan Document, (vii) to the extent set forth in the second succeeding sentence, in connection with other transactions managed or to be managed by the Collateral Manager or its Affiliates or an assessment by others of the Collateral Manager or its Affiliates performance or investment management business or (viii) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 76, the HoldersLenders, prospective Lenders, the Administrative Agent, or the Collateral Trustee, and any of the Asset Manager’s Affiliates Agent shall in no event be considered “non-affiliated third partiesparties that are not Affiliates of the Collateral Manager or the Borrower.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuerherein, the Collateral TrusteeManager and its Affiliates shall have the right to disclose the Collateral Manager’s performance with respect to the Collateral owned by the Borrower from time to time in connection with the marketing of other portfolios, funds and accounts managed or to be managed by the Collateral Manager or any of its Affiliates. (b) Notwithstanding anything herein to the contrary, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt Collateral Manager (and each of their respective the employees, representatives personnel, representatives, or other agentsagents of the Collateral Manager) may disclose to any and all other Persons, without limitation limitations of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, described here (including the Class A-1A Credit Agreement ownership and disposition of the Indenture Loans) and all materials of any kind (including opinions or other tax analyses) that are provided to them the Collateral Manager relating to such tax treatment and tax structure. The Asset However any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent reasonably necessary to comply with applicable federal or state securities law. For purposes of this paragraph, the terms “tax treatment” and “tax structure” have the meaning given to such terms under U.S. Treasury Regulation Section 1.6011-4(c) and applicable state and local law. (c) If requested by the Majority of the Lenders on or after the Warehouse Closing Date, the Collateral Manager agrees that representatives of the Majority of the Lenders (or an independent third party auditing firm selected by the Majority of the Lenders) shall (at the Borrower’s expense) conduct an audit and/or field examination of the Collateral Manager, at reasonable times in a manner so as to not unduly disrupt the business of the Collateral Manager, for the purpose of examining the servicing and administration of the Collateral Obligations, the results of which audit and/or field examination shall be promptly provided to the Lenders; provided that no more than one such audit or field examination shall be conducted during any fiscal year of the Collateral Manager. (d) If requested by the Administrative Agent or the Majority of the Lenders on or after the Warehouse Closing Date, the Collateral Manager shall not be liable for any subsequent disclosure participate in a meeting with the Administrative Agent and the Lenders requested pursuant to Section 5.5(c) of information disclosed by it in accordance with this Section 7the Credit Agreement.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, Borrower and the independent accountants appointed by the Issuer pursuant to the Indenture Lender at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating obtained in connection with the services rendered hereunder and shall not disclose any such information to non-affiliated third parties (excluding the Issuer or its services hereunder that is either Lender and the Subordinated Investors) except (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning with the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the prior written consent of the Issuer or any other PersonBorrower and the Lender (which consent shall not be unreasonably withheld), after the issuance or incurrence, (b) such information as applicable, a rating agency shall reasonably request in connection with its rating of the Debt, the Asset Manager or any of its Affiliates may release securities issued in the ordinary course of its business such information CLO Transaction or supplying credit estimates on any obligation included in the Portfolio Assets, (ic) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) connection with establishing trading or investment accounts or otherwise in connection with marketing or performance advertising effecting Transactions on behalf of the IssuerBorrower, other investment vehicles (d) as required by (i) applicable law, regulation, court order, or other accounts managed or advised a request by a governmental regulatory agency with jurisdiction over the Asset Collateral Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, and shall not disclose any such information to nonaffiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated Debt, (iii) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Credit Agreement or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine in perform its sole discretion to be necessaryduties hereunder, advisable or desirable. For purposes of this Section 7, under the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or any other Transaction Document, (h) as expressly permitted in the Indenture, the Issuer, Credit Agreement or any other Transaction Document or (i) general performance information which may be used by the Collateral Trustee, the Asset Manager, its Affiliates or Owners in connection with their marketing activities. Notwithstanding the Loan Agent foregoing, it is agreed that the Collateral Manager may disclose (A) that it is serving as collateral manager of the Borrower, (B) the nature, aggregate principal amount and overall performance of the Portfolio Assets, (C) the amount of earnings on the Portfolio Assets, (D) such other information about the Borrower and the Holders Portfolio Assets as is customarily disclosed by managers of similar transactions and beneficial owners of the Debt (and E) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this the Credit Agreement, the Class A-1A Credit this Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. (a) The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection and copying by a representative representatives of the Issuer, the Collateral Holders of the Income Notes, the Trustee, the Independent Accountants and the independent accountants appointed by the Issuer pursuant to the Indenture as otherwise required under Rule 144A, at a mutually agreed any time during normal business hours and upon not less than two one Business Days’ Day prior notice, and shall be available for publication, in whole or in part, in Ireland, if so required in connection with the listing of any of the Secured Notes on the Irish Stock Exchange. The Asset Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated third parties that are not Affiliates of the Collateral Manager or the Issuer except (i) with the prior written consent of the Issuer, (ii) such information as the a Rating Agency shall request in connection with the rating of the Rated DebtSecured Notes, (iii) as required by law, regulation, court order or other legal process order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager, the Irish Stock Exchange or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Manager or any of its AffiliatesCollateral Manager, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)professional advisors, (v) as expressly permitted in the Offering Circular, in the Indenture or any other Transaction Document, (vi) to the extent necessary in connection with the duties of the Collateral Manager hereunder or under the Indenture, (vii) in connection with other transactions managed or to be managed by MCG or an assessment by others of MCG’s performance or investment management business or (viii) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 76, the HoldersNoteholders, prospective Noteholders, the Trustee, the Calculation Agent, the Administrator, the Collateral TrusteeAdministrator, and the Initial Purchasers, the Placement Agent or any of other party, prospective or otherwise, to an agreement contemplated by the Asset Manager’s Affiliates Indenture, shall in no event be considered “non-affiliated third partiesparties that are not Affiliates of the Collateral Manager or the Issuer.” ” (b) Notwithstanding anything herein to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuercontrary, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt Manager (and each of their respective employeesemployee, representatives representative, or other agentsagent of the Collateral Manager) may disclose to any and all Personsother persons, without limitation limitations of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, described here (including the Class A-1A Credit Agreement ownership and disposition of the Indenture Secured Notes) and all materials of any kind (including opinions or other tax analyses) that are provided to them the Collateral Manager relating to such tax treatment and tax structure. The Asset Manager shall not However any such information relating to the tax treatment or tax structure is required to be liable for any subsequent disclosure kept confidential to the extent reasonably necessary to comply with applicable federal or state securities law. For purposes of information disclosed by it in accordance with this paragraph, the terms “tax treatment” and “tax structure” have the meaning given to such terms under United States Treasury Regulation Section 71.6011-4(c).

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a an authorized representative of the Issuer, the Collateral Trustee, Trustee and the independent Independent accountants appointed by the Issuer pursuant to the Indenture at a mutually agreed agreed-upon time during normal business hours and upon not less than two Business Days’ reasonable prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Asset Collateral Manager shall follow its customary procedures to keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated third parties except (i) with the prior written consent of the IssuerIssuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agency Agencies shall reasonably request in connection with the their rating or evaluation of the Rated DebtNotes and/or the Collateral Manager, as applicable, and legally permitted to be disclosed by and to the Rating Agencies, (iii) as required by law, regulation, court order or other legal process the rules, regulations, or the rules or regulations request of any regulatory or self-regulatory regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to time) having jurisdiction over the Asset Collateral Manager or any of its Affiliatesas otherwise required by law or judicial process, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), (v) such information as shall have been publicly disclosed other than in the violation of this Agreement, (v) to its members, officers, directors and employees, and to its attorneys, accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information that was as may be necessary or is obtained by desirable in order for the Asset Collateral Manager or to prepare, publish and distribute to any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of Person any breach by such source of any confidentiality obligations information relating to the Issuer with respect to such informationinvestment performance of the Assets, (vii) that was in connection with the enforcement of the Collateral Manager’s rights hereunder or is independently developed by the Asset Manager in any dispute or any of its Representatives without use ofproceeding related hereto, or reference to, the confidential information or (viii) to the Trustee, (ix) to the extent required pursuant to any Hedge Agreement of the Issuer and (x) to Holders and potential purchasers of any of the Securities. Subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, nothing contained herein shall prevent the Collateral Manager from discussing its activities hereunder in a general way in the normal course of its business, including, without limitation, general discussions with other Persons regarding its ability to act as a collateral manager and its past performance in such capacity. In addition, subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, with respect to information that the Asset Collateral Manager may determine obtains or develops regarding the Collateral Debt Securities or Eligible Investments (including, without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of any issuer thereof) in connection with the performance of its services hereunder, nothing in this Section 10 shall prevent the Collateral Manager or its Affiliates, in the conduct of their respective businesses, from using such information or disclosing such information to others so long as such other use does not, in its sole discretion to be necessaryreasonable judgment, advisable or desirabledisadvantage the Issuer. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary contained in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) all Persons may disclose to any and all Persons, Persons without limitation of any kind, the U.S. federal, state and local tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement Securities and the Indenture Co-Issuers, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the Securities and the Issuers, and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7treatment.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article 10 of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders and beneficial owners of Notes) except (ia) with the prior written consent of the Issuer, (iib) such information as the a Rating Agency shall reasonably request in connection with the its rating of the Rated DebtSecured Notes or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates or (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine in perform its sole discretion to duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be necessary, advisable or desirable. For purposes of this Section 7, the Holders, used by the Collateral TrusteeManager, and any its Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Asset ManagerIssuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to assets, (c) the contrary in this Agreementamount of earnings on the Assets, the Class A-1A Credit Agreement or in the Indenture, (d) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Notes as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and e) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager For purposes of this Section 6, the Holders shall not be liable for considered “non-affiliated third parties.” Nothing in this Agreement prohibits any subsequent disclosure Person from disclosing confidential information to report possible violations of information disclosed by it in accordance with this Section 7federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement hereunder to notify the Collateral Manager that any such reports or disclosures have been made.

Records; Confidentiality. (a) The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Initial Class A Noteholder and the independent accountants appointed by the Issuer pursuant to the Indenture at a any mutually agreed reasonable time during normal business hours and upon not less than two five Business Days’ Days prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (ai) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure confidential or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential (collectively “Confidential Information”) and obtained in connection with the services rendered hereunder, and shall not disclose any such information Confidential Information to nonaffiliated non-affiliated third parties (which shall in no event be deemed to include holders of Notes) except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agency a rating agency shall reasonably request in connection with the its rating of the Rated DebtNotes, (iii) as required by law, regulation, court order or other legal process order, regulator or the rules or regulations of any regulatory stock exchange or self-regulatory regulating organization, body or official having jurisdiction over the Asset Manager Issuer or any of its Affiliatesthe Collateral Manager, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)professional advisers, (v) such information as shall have been publicly available or disclosed other than in the violation of this AgreementAgreement or the Indenture, (vi) such information that was or is obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) such information that was or is independently developed obtained by the Asset Collateral Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Collateral Manager to be bound by this Agreement or any of its Representatives without use of, or reference to, another confidentiality agreement with the confidential information Issuer or (viii) such information that is related to the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes investment performance of this the Collateral Manager. (b) Notwithstanding the provisions of Section 7, the Holders10(a), the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (Manager and each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this Agreementthe Issuer Documents, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative of the Issuer, the Collateral Trustee, the Initial Purchaser and the independent Independent accountants appointed by the Issuer pursuant to Section 10.9 of the Indenture and as otherwise required under Rule 144A at a mutually agreed any time during the Collateral Manager’s normal business hours and upon not less than two three (3) Business Days’ prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if it determines in good faith that the disclosure of such information would violate any applicable law, regulation or (unless the recipient of such access agrees to maintain the confidentiality of such non-public information in a manner satisfactory to the Collateral Manager) contractual arrangement, including laws applicable to subsidiaries of the Originator. Upon reasonable request by the Issuer or the Collateral Trustee, the Collateral Manager shall provide the Issuer or the Collateral Trustee respectively, with sufficient information and reports as are reasonably necessary to maintain the books and records of the Issuer. The Asset Collateral Manager shall follow its customary procedure to keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties except (i) with the prior written consent of the IssuerIssuer and with prior notice to the Initial Purchaser of the proposed disclosure, (ii) such information as the any Rating Agency shall reasonably request in connection with the its rating of the Rated Debt, (iii) in connection with establishing trading or investment accounts or otherwise in connection with effecting transactions on behalf of the Issuer, (iv) as required by law, regulation, court order or other legal process order, organizational document or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Manager or any of its Affiliates, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Collateral Manager, collectively, “Representatives”), (v) such information as shall have been publicly disclosed other than in the violation of this Agreementto its professional advisers, (vi) information relating to performance of the Assets as may be used by the Collateral Manager in the ordinary course of its business, (vii) | such information that was or is obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Collateral Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such informationthereto, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Collateral during any period that the Asset Collateral Manager serves as an investment adviser to the Issuer, (ix) to potential buyers in connection with a sale of any of the Debt, (x) such information as shall have been publicly disclosed other than in violation of this Agreement and (xi) such information that the Collateral Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 76, none of the Holders, Holders of the Debt or the Collateral Trustee, and any of the Asset Manager’s Affiliates Trustee shall in no event be considered “non-affiliated third parties.” Notwithstanding anything in this Agreement or the Indenture to the contrary in this Agreementcontrary, the Class A-1A Credit Agreement or in the IndentureCollateral Manager, the Issuer, the Collateral Trustee, the Asset ManagerFiscal Agent, the Loan Agent Initial Purchaser and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure (in each case, under applicable federal, state or local law) of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such U.S. tax treatment and U.S. tax structure. The Asset Manager ; provided that such U.S. tax treatment and U.S. tax structure shall not be liable for any subsequent disclosure of information disclosed by it in accordance kept confidential to the extent reasonably necessary to comply with this Section 7applicable U.S. federal or state laws.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the IssuerBorrower, the Collateral Trustee, Administrative Agent and the independent accountants appointed by the Issuer pursuant to the Indenture Lenders at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating obtained in connection with the services rendered hereunder and shall not disclose any such information to non-affiliated third parties (excluding the Issuer or its services hereunder that is either Administrative Agent, the Lenders and the Equity Investors) except (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning with the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the prior written consent of the Issuer or any other PersonBorrower and the Administrative Agent (which consent shall not be unreasonably withheld), after the issuance or incurrence, (b) such information as applicable, a rating agency shall reasonably request in connection with its rating of the Debt, the Asset Manager or any of its Affiliates may release securities issued in the ordinary course of its business such information CLO Transaction or supplying credit estimates on any obligation included in the Portfolio Assets, (ic) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) connection with establishing trading or investment accounts or otherwise in connection with marketing or performance advertising effecting Transactions on behalf of the IssuerBorrower, other investment vehicles (d) as required by (i) applicable law, regulation, court order, or other accounts managed or advised a request by a governmental regulatory agency with jurisdiction over the Asset Collateral Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, and shall not disclose any such information to nonaffiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated Debt, (iii) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Credit Agreement or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine in perform its sole discretion to be necessaryduties hereunder, advisable or desirable. For purposes of this Section 7, under the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or any other Transaction Document, (h) as expressly permitted in the Indenture, the Issuer, Credit Agreement or any other Transaction Document or (i) general performance information which may be used by the Collateral Trustee, the Asset Manager, its Affiliates or Owners in connection with their marketing activities. Notwithstanding the Loan Agent foregoing, it is agreed that the Collateral Manager may disclose (A) that it is serving as collateral manager of the Borrower, (B) the nature, aggregate principal amount and overall performance of the Portfolio Assets, (C) the amount of earnings on the Portfolio Assets, (D) such other information about the Borrower and the Holders Portfolio Assets as is customarily disclosed by managers of similar transactions and beneficial owners of the Debt (and E) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this the Credit Agreement, the Class A-1A Credit this Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. (a) The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection and copying by a representative representatives of the IssuerBorrower, the Collateral TrusteeAgent and of the Facility Agent, or their designees, upon reasonable advance notice and the independent accountants appointed by the Issuer pursuant to the Indenture at a mutually agreed time during normal business hours hours, provided that the Collateral Manager shall not be required to disclose any information which it is required by law or contract to keep confidential unless a confidentiality agreement is otherwise entered into and, provided further, that, so long as no Event of Default has occurred and upon not less is continuing under the Credit Agreement, rights under this Section 6(a) may be exercised by any and all of the Persons entitled to do so in the aggregate no more frequently than two Business Days’ prior noticetwice in any consecutive 12 month period and only one such visit per annum shall be at the Borrower’s or the Collateral Manager’s expense. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated third parties that are not Affiliates of the Collateral Manager or the Borrower except (i) with the prior written consent of the IssuerBorrower, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated DebtNotes or any Credit Estimate, (iii) as required by law, regulation, court order or other legal process order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or as required by the rules and regulations of any of its Affiliatesstock exchange on which the Notes may be listed, (iv) to its Affiliates shareholders and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)professional advisors, (v) as expressly permitted in the Credit Agreement or in any other Facility Document, (vi) to the extent necessary in connection with the duties or rights of the Collateral Manager hereunder, under the Credit Agreement or under any other Facility Document, (vii) subject to the second succeeding sentence, in connection with other transactions managed or to be managed by the Collateral Manager or its Affiliates or an assessment by others of the Collateral Manager or its Affiliates performance or investment management business or (viii) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 76, the HoldersLenders, prospective Lenders, the Facility Agent, the Collateral TrusteeAgent or any other party, and any of prospective or otherwise, to an agreement contemplated by the Asset Manager’s Affiliates Credit Agreement, shall in no event be considered “non-affiliated third partiesparties that are not Affiliates of the Collateral Manager or the Borrower.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuerherein, the Collateral TrusteeManager and its Affiliates shall have the right to disclose the Collateral Manager’s performance with respect to the Collateral owned by the Borrower from time to time in connection with the marketing of other portfolios, funds and accounts managed or to be managed by the Collateral Manager or any of its Affiliates. (b) Notwithstanding anything herein to the contrary, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt Collateral Manager (and each of their respective the employees, representatives personnel, representatives, or other agentsagents of the Collateral Manager) may disclose to any and all Personsother persons, without limitation limitations of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, described here (including the Class A-1A Credit Agreement ownership and disposition of the Indenture Notes) and all materials of any kind (including opinions or other tax analyses) that are provided to them the Collateral Manager relating to such tax treatment and tax structure. The Asset Manager shall not However any such information relating to the tax treatment or tax structure is required to be liable for any subsequent disclosure kept confidential to the extent reasonably necessary to comply with applicable federal or state securities law. For purposes of information disclosed by it in accordance with this paragraph, the terms “tax treatment” and “tax structure” have the meaning given to such terms under United States Treasury Regulation Section 71.6011-4(c) and applicable state and local law.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three (3) Business Days’ prior notice; provided, however, that the Collateral Manager shall not be required to disclose or share any of its books or records in respect of any loan-level information with respect the Collateral Obligations or any Obligor to any Holder; provided, further, that, to the extent the Collateral Manager does make available any loan-level information with respect the Collateral Obligations or any Obligor, the Collateral Manager has no responsibility for and makes no representation or warranty as to the accuracy or completeness of any such information in its possession, whether or not disclosed to any Holder or any other Person, it being understood and acknowledged by the Issuer that the Collateral Manager may have or come into possession from time to time of information that conflicts with the loan-level information in its possession at such time, and shall have no obligation to update, supplement or correct such materials. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders and beneficial owners of the Debt) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency S&P shall reasonably request in connection with the its rating of the Rated DebtSecured Debt or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its AffiliatesAffiliates or (iii) the Irish Stock Exchange, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in its sole discretion to the Final Offering Circular, in the Indenture or in any other Transaction Document or (i) general performance information which may be necessary, advisable or desirable. For purposes of this Section 7, the Holders, used by the Collateral TrusteeManager, and any its Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, (b) the Collateral Trusteenature, the Asset Manager, the Loan Agent aggregate principal amount and the Holders and beneficial owners overall performance of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.the

Records; Confidentiality. (a) The Asset Portfolio Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at a any mutually agreed reasonable time during normal business hours and upon not less than two five (5) Business Days’ prior notice. The Asset Portfolio Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (ai) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure confidential or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential (collectively, “Confidential Information”) and obtained in connection with the services rendered hereunder, and shall not disclose any such information Confidential Information to nonaffiliated non-affiliated third parties (which shall in no event be deemed to include holders of Notes) except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agency shall reasonably request in connection with the its rating of the Rated Debtany Class of Notes, (iii) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory stock exchange or self-regulatory regulating organization, body or official having jurisdiction over the Asset Manager Issuer or any of its Affiliatesthe Portfolio Manager, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)professional advisers, (v) such information as shall have been publicly available or disclosed other than in the violation of this AgreementAgreement or the Indenture, (vi) such information that was or is obtained by the Asset Portfolio Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) such information that was or is independently developed obtained by the Asset Portfolio Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Portfolio Manager to be bound by this Agreement or any of its Representatives without use of, or reference to, another confidentiality agreement with the confidential information Issuer or (viii) such information that is related to the Asset investment performance of the Portfolio Manager may determine in or its sole discretion to be necessary, advisable or desirable. For purposes Affiliates. (b) Notwithstanding the provisions of this Section 710(a), the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (Portfolio Manager and each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this Agreementthe Issuer Documents, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset . (c) Notwithstanding anything to the contrary contained herein or in any Transaction Document, the Portfolio Manager shall not be liable for required to furnish any subsequent disclosure information to the extent prohibited by applicable confidentiality restrictions (whether legal, contractual or otherwise). (d) For the avoidance of information disclosed by it in accordance with this Section 7doubt, any Person may disclose Confidential Information to report possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or making other disclosures that are protected under the whistle-blower provisions of federal law or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no notification requirement that any such reports or disclosures have been made.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a an authorized representative of the Issuer, the Collateral Trustee, Trustee and the independent Independent accountants appointed by the Issuer pursuant to the Indenture at a mutually agreed agreed-upon time during normal business hours and upon not less than two Business Days’ reasonable prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Asset Collateral Manager shall follow its customary procedures to keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties except (i) with the prior written consent of the IssuerIssuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agency Agencies shall reasonably request in connection with the its rating or evaluation of the Rated DebtNotes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or other legal process the rules, regulations, or the rules or regulations request of any regulatory or self-regulatory regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to time) having jurisdiction over the Asset Collateral Manager or any of its Affiliatesas otherwise required by law or judicial process, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), (v) such information as shall have been publicly disclosed other than in the violation of this Agreement, (v) to its members, officers, directors, employees, affiliates, prospective and current investors, funding sources and prospective loan purchasers and to its attorneys, accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information that was as may be necessary or is obtained by desirable in order for the Asset Collateral Manager or to prepare, publish and distribute to any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of Person any breach by such source of any confidentiality obligations information relating to the Issuer with respect to such informationinvestment performance of the Collateral, (vii) that was in connection with the enforcement of the Collateral Manager’s rights hereunder or is independently developed by the Asset Manager in any dispute or any of its Representatives without use ofproceeding related hereto, or reference to, the confidential information or (viii) such information that to the Asset Manager may determine in its sole discretion Trustee and (ix) to be necessary, advisable or desirable. For purposes Holders and potential purchasers of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third partiesSecurities.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Trustee, the Collateral TrusteeAdministrator, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two five (5) Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders of the Debt) except (ia) with the prior written consent of the Issuer, (iib) such information as the a Rating Agency shall reasonably request in connection with the its rating of the Rated DebtSecured Debt or supplying credit ratings or estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order or other order, legal process or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliates, Affiliates (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was the Collateral Administration Agreement, the Master Loan Sale Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) such information as is necessary or appropriate to disclose so that was or is independently developed by the Asset Collateral Manager may perform its duties hereunder, under the Collateral Administration Agreement, the Indenture or any of its Representatives without use of, or reference to, the confidential information other Transaction Document or (viii) such general performance information which may be used by the Collateral Manager or its Affiliates in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Asset Collateral Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any disclose (i) that it is serving as collateral manager of the Asset ManagerIssuer, (ii) the nature, aggregate principal amount and overall performance of the Issuer’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to Assets, (iii) the contrary in this Agreementamount of earnings on the Assets, the Class A-1A Credit Agreement or in the Indenture, (iv) such other information about the Issuer, the Collateral TrusteeAssets, the Asset Manager, the Loan Agent Secured Debt and the Holders Subordinated Notes as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and v) each of their its respective employees, shared personnel, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States federal income tax structure; provided that such United States federal income tax treatment and United States federal income tax structure shall be kept confidential to the extent reasonably necessary to comply with applicable United States federal or state laws. The Asset Manager For purposes of this Section 6, the Holders of the Secured Debt and the holders of the Subordinated Notes shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7considered “non-affiliated third parties.”

Records; Confidentiality. (a) The Asset Portfolio Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at a any mutually agreed reasonable time during normal business hours and upon not less than two five (5) Business Days’ prior notice. The Asset Portfolio Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (ai) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure confidential or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential (collectively, “Confidential Information”) and obtained in connection with the services rendered hereunder, and shall not disclose any such information Confidential Information to nonaffiliated non-affiliated third parties (which shall in no event be deemed to include holders of Notes) except (i) with the prior written consent of the Issuer, (ii) such information as the any Rating Agency shall reasonably request in connection with the its rating of the Rated Debtany Class of Notes, (iii) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory stock exchange or self-regulatory regulating organization, body or official having jurisdiction over the Asset Manager Issuer or any of its Affiliatesthe Portfolio Manager, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)professional advisers, (v) such information as shall have been publicly available or disclosed other than in the violation of this AgreementAgreement or the Indenture, (vi) such information that was or is obtained by the Asset Portfolio Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) such information that was or is independently developed obtained by the Asset Portfolio Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Portfolio Manager to be bound by this Agreement or any of its Representatives without use of, or reference to, another confidentiality agreement with the confidential information Issuer or (viii) such information that is related to the Asset investment performance of the Portfolio Manager may determine in or its sole discretion to be necessary, advisable or desirable. For purposes Advisor. (b) Notwithstanding the provisions of this Section 710(a), the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (Portfolio Manager and each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this Agreementthe Issuer Documents, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset . (c) Notwithstanding anything to the contrary contained herein or in any Transaction Document, the Portfolio Manager shall not be liable for required to furnish any subsequent disclosure of information disclosed to the extent prohibited by it in accordance with this Section 7applicable confidentiality restrictions (whether legal, contractual or otherwise).

Records; Confidentiality. The Asset Manager shall maintain or cause Sub-Adviser hereby undertakes and agrees to be maintained appropriate maintain, in the form and for the period required by Rule 204-2 under the Investment Advisers Act, all books of account and records relating to services performed hereunderthe Fund or its shareholders that are required to be maintained by Sub-Adviser pursuant to the requirements of such Rule. Sub-Adviser agrees that all books and other records maintained and preserved by it as required hereby shall be subject at any time, and from time to time, to such books of account reasonable periodic, special and records shall be accessible for inspection other examinations by a the SEC, the Trust's auditors, the Trust or any representative of the IssuerTrust, Investment Manager, or any governmental agency or other instrumentality having regulatory authority over the Collateral Trustee, and the independent accountants appointed by the Issuer pursuant to the Indenture at a mutually agreed Trust. At any time during normal business hours and upon not less than two Business Days’ prior notice. The Asset Manager or after the term of this Agreement, Sub-Adviser shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Investment Manager or any subsidiary or affiliate thereof, including information relating to shareholders of its Affiliates may release in the ordinary course Fund (regardless of its business whether such information (i) in summary form relating to the Asset Manager’s performance of its role hereunderis presented on a shareholder-by-shareholder basis, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets aggregated or presented as a wholecomposite or otherwise) acquired by it prior to, (iv) otherwise in connection with marketing or performance advertising of during the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirablecourse of, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunderincident to, its appointment hereunder and shall not disclose disclose, use, publish, or in any other manner reveal, directly or indirectly, any such information to nonaffiliated third parties except (i) with the prior written consent of the IssuerInvestment Manager in each instance, which consent shall not be unreasonably withheld or delayed, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated Debtmay be necessary to perform Sub-Adviser's services hereunder, (iii) as required by law, regulation, court order or other legal process or the rules or regulations regulation of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Manager or any of its AffiliatesSub-Adviser, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)professional advisers, (v) such information as shall have been publicly disclosed other than in the violation of this Agreement, or (vi) such information that as was or is obtained by the Asset Manager or any of its Representatives Sub-Adviser on a non-confidential basis; provided, provided that the Asset Manager or such Representative, as applicable, Sub-Adviser does not know or have reason to know know, after reasonable inquiry, of any breach by such source of any confidentiality obligations to the Issuer with respect to such thereto. Consistent with the foregoing, Investment Manager shall treat all information, (vii) that was or is independently developed recommendations and advice furnished to Investment Manager by Sub-Adviser as confidential. In addition, Investment Manager shall keep confidential any and all information regarding the Asset Manager or operations of Sub-Adviser, including its trading and hedging policies, obtained in connection with the services rendered hereunder and shall not disclose any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything parties except (i) with the prior written consent of Sub-Adviser, (ii) as required by law, regulation, court order or the rules or regulation of any self-regulating organization, body or official having jurisdiction of Investment Manager, (iii) to its professional advisers or the contrary Trust's Board of Trustees or professional advisers to such Trustees (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) such information as was or is obtained by Investment Manager on a non-confidential basis, provided that Investment Manager does not know, after reasonable inquiry, of any breach by such source of any confidentiality obligations with respect thereto. Investment Manager and its designated auditors have the Class A-1A Credit Agreement or right to examine, audit and review all documents, reports, transaction confirmation and other materials relating to the Sub-Adviser's management of the Account at any time (subject to the restrictions set forth in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners first sentence of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 78) on reasonable notice.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two one Business Days’ Day prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties except (ia) with the prior written consent of the Issuer, (iib) such information as the a Rating Agency shall reasonably request in connection with the its rating of the Rated DebtClass A Notes or in supplying credit estimates on any Collateral Obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its AffiliatesAffiliates or (iii) the rules and regulations of any stock exchange on which the Class A Notes may be listed, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any including, without limitation, legal, tax and accounting advisors) who agree to keep such person who receives confidential information from the Asset Manager, collectively, “Representatives”)confidential, (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (viig) that was as expressly permitted in the Final Offering Circular, in the Indenture or is independently developed by the Asset Manager or in any of its Representatives without use ofother Transaction Document, or reference to, the confidential information or (viiih) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or their Related Persons in its sole discretion to be necessary, advisable or desirableconnection with their marketing activities. For purposes of this Section 76, the Holders, the Collateral Trustee, the Calculation Agent and any of the Asset Manager’s Affiliates Collateral Administrator shall in no event not be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreementforegoing, it is agreed that the Class A-1A Credit Agreement or in the Indenture, Collateral Manager may disclose (a) that it is serving as collateral manager of the Issuer, (b) the Collateral Trusteenature, the Asset Manager, the Loan Agent aggregate principal amount and the Holders and beneficial owners overall performance of the Debt Issuer’s assets, (c) the amount of earnings on the Assets, and (d) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the IssuerBorrower, the Collateral Trustee, Agent and the independent accountants appointed by the Issuer pursuant to the Indenture Lenders at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating obtained in connection with the services rendered hereunder and shall not disclose any such information to non-affiliated third parties (excluding the Issuer or its services hereunder that is either Administrative Agent and any Lenders) except (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning with the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the prior written consent of the Issuer or Borrower, (b) such information as a rating agency shall reasonably request in connection with supplying credit estimates on any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release obligation included in the ordinary course of its business such information Collateral, (ic) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) connection with establishing trading or investment accounts or otherwise in connection with marketing or performance advertising effecting Transactions on behalf of the IssuerBorrower, other investment vehicles (d) as required by (i) Applicable Law, regulation, court order, or other accounts managed or advised a request by a governmental regulatory agency with jurisdiction over the Asset Collateral Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, and shall not disclose any such information to nonaffiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated Debt, (iii) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Credit Agreement or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Credit Agreement or any other Loan Document, (h) as expressly permitted in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in any other Loan Document or (i) general performance information which may be used by the IndentureCollateral Manager, its Affiliates or Owners in connection with their marketing activities. Notwithstanding the Issuerforegoing, it is agreed that the Collateral Manager may disclose (A) that it is serving as collateral manager of the Borrower, (B) the nature, aggregate principal amount and overall performance of the Collateral Assets, (C) the amount of earnings on the Collateral Assets, (D) such other information about the Borrower, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders and beneficial owners Loans as is customarily disclosed by managers of entities investing in assets of the Debt same type as the Collateral Assets and (and E) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this the Credit Agreement, the Class A-1A Credit this Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative of the Issuer, the Collateral Trustee, the Placement Agent and the independent Independent accountants appointed by the Issuer pursuant to Section 10.8 of the Indenture and as otherwise required under Rule 144A at a mutually agreed any time during the Collateral Manager’s normal business hours and upon not less than two three (3) Business Days’ prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if it determines in good faith that the disclosure of such information would violate any applicable law, regulation or (unless the recipient of such access agrees to maintain the confidentiality of such non-public information in a manner satisfactory to the Collateral Manager) contractual arrangement, including laws applicable to subsidiaries of the Originator. Upon reasonable request by the Issuer or the Trustee, the Collateral Manager shall provide the Issuer or the Trustee respectively, with sufficient information and reports as are reasonably necessary to maintain the books and records of the Issuer. The Asset Collateral Manager shall follow its customary procedure to keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties except (i) with the prior written consent of the IssuerIssuer and with prior notice to the Placement Agent of the proposed disclosure, (ii) such information as the any Rating Agency shall reasonably request in connection with the its rating of the Rated Debt, (iii) in connection with establishing trading or investment accounts or otherwise in connection with effecting transactions on behalf of the Issuer, (iv) as required by law, regulation, court order or other legal process order, organizational document or the |US-DOCS\153065469.7|| rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Manager or any of its Affiliates, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Collateral Manager, collectively, “Representatives”), (v) such information as shall have been publicly disclosed other than in the violation of this Agreementto its professional advisers, (vi) information relating to performance of the Assets as may be used by the Collateral Manager in the ordinary course of its business, (vii) such information that was or is obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Collateral Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such informationthereto, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Collateral during any period that the Asset Collateral Manager serves as an investment adviser to the Issuer, (ix) to potential buyers in connection with a sale of any of the Debt, (x) such information as shall have been publicly disclosed other than in violation of this Agreement and (xi) such information that the Collateral Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 76, the Holders, the Collateral Trustee, and any none of the Asset Manager’s Affiliates Holders of the Debt or the Trustee shall in no event be considered “non-affiliated third parties.” Notwithstanding anything in this Agreement or the Indenture to the contrary in this Agreementcontrary, the Class A-1A Credit Agreement or in the IndentureCollateral Manager, the Issuer, the Collateral Trustee, the Asset ManagerFiscal Agent, the Loan Placement Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure (in each case, under applicable federal, state or local law) of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such U.S. tax treatment and U.S. tax structure. The Asset Manager ; provided that such U.S. tax treatment and U.S. tax structure shall not be liable for any subsequent disclosure of information disclosed by it in accordance kept confidential to the extent reasonably necessary to comply with this Section 7applicable U.S. federal or state laws.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any holders and beneficial owners of the Debt) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency shall reasonably request in connection with the its rating of the Rated DebtDebt or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its affiliates or (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliatesaffiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in its sole discretion to be necessarythe Final Offering Circular, advisable in the Indenture or desirable. For purposes of this Section 7in any other Transaction Document, the Holders, (i) in connection with any regulatory filing that the Collateral TrusteeManager is required to make or (j) general performance information which may be used by the Collateral Manager, and any its affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (A) that it is serving as collateral manager of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to Issuer, (B) the contrary in this Agreementnature, aggregate principal amount and overall performance of the Class A-1A Credit Agreement or in Assets, (C) the Indentureamount of earnings on the Assets, (D) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Debt as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and E) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager shall not be liable for Nothing in this Agreement prohibits the reporting of possible violations of state or federal law or regulation to or otherwise responding to or cooperating with an investigation by any subsequent disclosure governmental agency or entity, including the Department of information disclosed by it in accordance with this Section 7Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the IssuerBorrower, the Administrative Agent, the Collateral TrusteeAgent, and the independent certified public accountants appointed by the Issuer Collateral Manager on behalf of the Borrower pursuant to Section 5.34 of the Indenture Credit Agreement at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager agrees to the provisions of Sections 5.6(b) and (c) of the Credit Agreement. The Collateral Manager shall keep confidential any and all information relating obtained in connection with the services rendered hereunder and shall not disclose any such information to non-affiliated third parties (excluding the Issuer Administrative Agent, the Collateral Agent, the Lenders or its services hereunder that is either the Subordinated Noteholders) except (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning with the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the prior written consent of the Issuer or any other PersonBorrower, after the issuance or incurrence, (b) such information as applicable, a Rating Agency shall reasonably request in connection with its rating of the Debt, the Asset Manager Loans or supplying credit estimates on any of its Affiliates may release obligation included in the ordinary course of its business such information Collateral, (ic) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) connection with establishing trading or investment accounts or otherwise in connection with marketing or performance advertising effecting Transactions on behalf of the IssuerBorrower, other investment vehicles (d) as required by (i) applicable law, regulation, court order, or other accounts managed or advised a request by a governmental regulatory agency with jurisdiction over the Asset Collateral Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, and shall not disclose any such information to nonaffiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated Debt, (iii) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or the provisions of the Credit Agreement or the other Loan Documents to which the Collateral Manager is a party or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Credit Agreement or any other Loan Document or (h) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in its sole discretion to be necessaryconnection with their marketing activities. Notwithstanding the foregoing, advisable or desirable. For purposes it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of this Section 7the Borrower, (b) the Holdersnature, aggregate principal amount and overall performance of the Borrower’s assets, (c) the amount of earnings on the Collateral, (d) such other information about the Borrower, the Collateral Trustee, and any the Loans as is customarily disclosed by managers of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything collateralized loan obligations and warehouses similar to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, transactions contemplated by the Loan Agent Documents and the Holders and beneficial owners of the Debt (and e) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this the Credit Agreement, the Class A-1A Credit this Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager For purposes of this Section 6, the Lenders and the Subordinated Noteholders shall not be liable for any subsequent disclosure of information disclosed by it considered “non-affiliated third parties.” Nothing in accordance with this Section 76 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement hereunder to notify the Collateral Manager that any such reports or disclosures have been made.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a an authorized representative of the Issuer, the Collateral Trustee, Trustee and the independent Independent accountants appointed by the Issuer pursuant to the Indenture at a mutually agreed agreed‑upon time during normal business hours and upon not less than two Business Days’ reasonable prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non‑public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Asset Collateral Manager shall follow its customary procedures to keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties except (i) with the prior written consent of the IssuerIssuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agency Agencies shall reasonably request in connection with the its rating or evaluation of the Rated DebtNotes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or other legal process the rules, regulations, or the rules or regulations request of any regulatory or self-regulatory self‑regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to time) having jurisdiction over the Asset Collateral Manager or any of its Affiliatesas otherwise required by law or judicial process, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), (v) such information as shall have been publicly disclosed other than in the violation of this Agreement, (v) to its members, officers, directors, employees, affiliates, prospective and current investors, funding sources and prospective loan purchasers and to its attorneys, accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information that was as may be necessary or is obtained by desirable in order for the Asset Collateral Manager or to prepare, publish and distribute to any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of Person any breach by such source of any confidentiality obligations information relating to the Issuer with respect to such informationinvestment performance of the Collateral, (vii) that was in connection with the enforcement of the Collateral Manager’s rights hereunder or is independently developed by the Asset Manager in any dispute or any of its Representatives without use ofproceeding related hereto, or reference to, the confidential information or (viii) such information that to the Asset Manager may determine in its sole discretion Trustee and (ix) to be necessary, advisable or desirable. For purposes Holders and potential purchasers of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third partiesSecurities.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, Trustee and the independent Independent accountants appointed selected by the Collateral Manager on behalf of the Issuer pursuant to Article 10 of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-Affiliated third parties except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency shall reasonably request in connection with the its rating of the Rated Secured Debt, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or (iii) the rules and regulations of any of its Affiliatesstock exchange on which the Debt may be listed, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”)legal, tax and accounting advisors) or (vf) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided. Notwithstanding the foregoing, it is agreed that (I) the Asset Collateral Manager or such Representative, may disclose (A) that it is serving as applicable, does not know or have reason to know collateral manager of any breach by such source of any confidentiality obligations to the Issuer with respect to such informationIssuer, (viiB) that was or is independently developed by the Asset Manager or any nature, aggregate principal amount and overall performance of its Representatives without use ofthe Issuer’s assets, or reference to, (C) the confidential information or amount of earnings on the Issuer’s assets and (viiiD) such other information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Issuer’s assets and the Holders Debt as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (II) each party hereto (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager For purposes of this Section 6, the Holders shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7considered “non- Affiliated third parties.”

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, Trustee and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three (3) Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders of the Notes or holders of the Interests) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency Moody’s shall reasonably request in connection with the its rating of the Rated DebtNotes or supplying credit ratings or estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliatesaffiliates or (iii) the Irish Stock Exchange, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was the Master Loan Sale Agreement, or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine in perform its sole discretion to duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be necessary, advisable or desirable. For purposes of this Section 7, the Holders, used by the Collateral TrusteeManager, and any its affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (i) that it is serving as collateral manager of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.,

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a an authorized representative of the Issuer, the Collateral Trustee, Trustee and the independent Independent accountants appointed by the Issuer pursuant to the Indenture at a mutually agreed agreed-upon time during normal business hours and upon not less than two Business Days’ reasonable prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Asset Collateral Manager shall follow its customary procedures to keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties except (i) with the prior written consent of the IssuerIssuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agency Agencies shall reasonably request in connection with the its rating or evaluation of the Rated DebtNotes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or other legal process the rules, regulations, or the rules or regulations request of any regulatory or self-regulatory regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to time) having jurisdiction over the Asset Collateral Manager or any of its Affiliatesas otherwise required by law or judicial process, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), (v) such information as shall have been publicly disclosed other than in the violation of this Agreement, (v) to its members, officers, directors, employees, affiliates, prospective and current investors, funding sources, prospective loan purchasers, and to its attorneys, accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information that was as may be necessary or is obtained by desirable in order for the Asset Collateral Manager or to prepare, publish and distribute to any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of Person any breach by such source of any confidentiality obligations information relating to the Issuer with respect to such informationinvestment performance of the Collateral, (vii) that was in connection with the enforcement of the Collateral Manager’s rights hereunder or is independently developed by the Asset Manager in any dispute or any of its Representatives without use ofproceeding related hereto, or reference to, the confidential information or (viii) such information that to the Asset Manager may determine in its sole discretion Trustee and (ix) to be necessary, advisable or desirable. For purposes Holders and potential purchasers of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third partiesSecurities.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Trustee, the Collateral TrusteeAdministrator, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two five (5) Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders of the Secured Debt or holders of the Preferred Shares) except (ia) with the prior written consent of the Issuer, (iib) such information as the a Rating Agency shall reasonably request in connection with the its rating of the Rated DebtSecured Debt or supplying credit ratings or estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order or other order, legal process or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliates, Affiliates (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was the Collateral Administration Agreement, the Master Loan Sale Agreement, the Credit Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) such information as is necessary or appropriate to disclose so that was or is independently developed by the Asset Collateral Manager may perform its duties hereunder, under the Collateral Administration Agreement, the Indenture or any of its Representatives without use of, or reference to, the confidential information other Transaction Document or (viii) such general performance information which may be used by the Collateral Manager or its Affiliates in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Asset Collateral Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any disclose (i) that it is serving as collateral manager of the Asset ManagerIssuer, (ii) the nature, aggregate principal amount and overall performance of the Issuer’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to Assets, (iii) the contrary in this Agreementamount of earnings on the Assets, the Class A-1A Credit Agreement or in the Indenture, (iv) such other information about the Issuer, the Collateral TrusteeAssets, the Asset Manager, the Loan Agent Secured Debt and the Holders Preferred Shares as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and v) each of their its respective employees, shared personnel, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States federal income tax structure; provided that such United States federal income tax treatment and United States federal income tax structure shall be kept confidential to the extent reasonably necessary to comply with applicable United States federal or state laws. The Asset Manager For purposes of this Section 6, the Holders of the Secured Debt and the holders of the Preferred Shares shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7considered “non-affiliated third parties.”

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three (3) Business Days’ prior notice; provided, however, that the Collateral Manager shall not be required to disclose or share any of its books or records in respect of any loan-level information with respect the Collateral Obligations or any Obligor to any Holder; provided, further, that, to the extent the Collateral Manager does make available any loan-level information with respect the Collateral Obligations or any Obligor, the Collateral Manager has no responsibility for and makes no representation or warranty as to the accuracy or completeness of any such information in its possession, whether or not disclosed to any Holder or any other Person, it being understood and acknowledged by the Issuer that the Collateral Manager may have or come into possession from time to time of information that conflicts with the loan-level information in its possession at such time, and shall have no obligation to update, supplement or correct such materials. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders and beneficial owners of the Notes) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency S&P shall reasonably request in connection with the its rating of the Rated DebtSecured Notes or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates or (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this AgreementAgreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non- confidential basis, (via) such information as is necessary or appropriate to disclose so that was the Collateral Manager may perform its duties hereunder, under the Indenture or is obtained any other Transaction Document, (h) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document or (i) general performance information which may be used by the Asset Manager Collateral Manager, its Affiliates or any of its Representatives on a non-confidential basis; providedOwners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Asset Collateral Manager or such Representative, may disclose (a) that it is serving as applicable, does not know or have reason to know collateral manager of any breach by such source of any confidentiality obligations to the Issuer with respect to such informationIssuer, (viib) that was or is independently developed by the Asset Manager or any nature, aggregate principal amount and overall performance of its Representatives without use ofthe Assets, or reference to(c) the amount of earnings on the Assets, the confidential information or (viiid) such other information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Notes as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and e) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager For purposes of this Section 6, the Holders and beneficial owners of the Notes shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7considered “non- affiliated third parties.”

Records; Confidentiality. (a) The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records in which full, true and correct entries in all material respects in accordance with GAAP shall be made of all material financial matters and transactions relating to the Borrower’s business, activities and services performed hereunder, and such books of account and records shall be accessible for inspection and copying by a representative representatives of the IssuerBorrower, the Collateral Trustee, Administrative Agent and the independent accountants appointed by Collateral Agent, or their designees (at the Issuer pursuant to Borrower’s expense, in the Indenture at a mutually agreed time case of not more than one inspection during any fiscal year except during the continuance of an Event of Default) upon reasonable advance notice and during normal business hours hours, provided that (i) any expenses incurred by the Borrower hereunder shall be reasonable and upon documented and (ii) the Collateral Manager shall not less than two Business Days’ prior notice. be required to disclose any information which it is required by law or contract to keep confidential. (b) The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated third parties that are not Affiliates of the Collateral Manager or the Borrower except (i) with the prior written consent of the IssuerBorrower, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated DebtCollateral Loans or any Credit Estimate, (iii) as required by law, regulation, court order or other legal process order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Manager or any of its AffiliatesCollateral Manager, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)professional advisors, (v) as expressly permitted in the Credit Agreement or in any other Loan Document, (vi) to the extent necessary in connection with the duties or rights of the Collateral Manager hereunder, under the Credit Agreement or under any other Loan Document, (vii) subject to the second succeeding sentence, in connection with other transactions managed or to be managed by the Collateral Manager or its Affiliates or an assessment by others of the Collateral Manager or its Affiliates performance or investment management business or (viii) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 76, the HoldersLenders, prospective Lenders, the Collateral TrusteeAgent, and the Administrative Agent or any of other party, prospective or otherwise, to an agreement contemplated by the Asset Manager’s Affiliates Credit Agreement, shall in no event be considered “non-affiliated third partiesparties that are not Affiliates of the Collateral Manager or the Borrower.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuerherein, the Collateral TrusteeManager shall have the right to disclose (in summary form) the Collateral Manager’s performance with respect to the Collateral owned by the Borrower from time to time in connection with the marketing of other portfolios, funds and accounts managed or to be managed by the Collateral Manager or any of its Affiliates. (c) Notwithstanding anything herein to the contrary, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt Collateral Manager (and each of their respective employeesemployee, representatives representative, or other agentsagent of the Collateral Manager) may disclose to any and all Personsother persons, without limitation limitations of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture described here and all materials of any kind (including opinions or other tax analyses) that are provided to them the Collateral Manager relating to such tax treatment and tax structure. The Asset However any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent reasonably necessary to comply with applicable federal or state securities law. For purposes of this paragraph, the terms “tax treatment” and “tax structure” have the meaning given to such terms under United States Treasury Regulation Section 1.6011-4(c) and applicable state and local law. (d) If requested by the Majority Lenders, the Collateral Manager agrees that representatives of the Majority Lenders (or an independent third party auditing firm selected by the Majority Lenders) shall (at the Borrower's expense) conduct an audit and/or field examination of the Collateral Manager, at reasonable times in a manner so as to not unduly disrupt the business of the Collateral Manager, for the purpose of examining the servicing and administration of the Collateral Loans, the results of which audit and/or field examination shall be promptly provided to the Lenders, provided that no more than one such audit or field examination shall be conducted during any fiscal year of the Collateral Manager. (e) If requested by the Administrative Agent or the Majority Lenders, the Collateral Manager shall not be liable for any subsequent disclosure participate (and shall use commercially reasonable efforts to cause the Investment Advisor to participate) in a meeting with the Administrative Agent and the Lenders requested pursuant to Section 5.6(c) of information disclosed by it in accordance with this Section 7the Credit Agreement.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, Trustee and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three (3) Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders of the Notes or Holders of the Interests) except (ia) with the prior written consent of the Issuer, (iib) such information as the any Rating Agency shall reasonably request in connection with the its rating of the Rated DebtNotes or supplying credit ratings or estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliatesaffiliates or (iii) the Irish Stock Exchange, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was the Master Loan Sale Agreement, or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine in perform its sole discretion to duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be necessary, advisable or desirable. For purposes of this Section 7, the Holders, used by the Collateral TrusteeManager, and any of its affiliates or Owners in connection with their marketing activities. Notwithstanding the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreementforegoing, the Class A-1A Credit Agreement or in the Indenture, the Issuer, it is agreed that (i) the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) Manager may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses1) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.is serving as collateral

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders and beneficial owners of Notes) except (ia) with the prior written consent of the Issuer, (iib) such information as the a Rating Agency shall reasonably request in connection with the its rating of the Rated DebtSecured Notes or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates or (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine in perform its sole discretion to duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be necessary, advisable or desirable. For purposes of this Section 7, the Holders, used by the Collateral TrusteeManager, and any its Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Asset ManagerIssuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to assets, (c) the contrary in this Agreementamount of earnings on the Assets, the Class A-1A Credit Agreement or in the Indenture, (d) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Notes as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and e) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. The Asset Manager For purposes of this Section 6, the Holders shall not be liable for any subsequent disclosure of information disclosed by it considered “non-affiliated third parties.” Nothing in accordance with this Section 76 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement hereunder to notify the Collateral Manager that any such reports or disclosures have been made.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any holders and beneficial owners of the Debt) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency Agencies shall reasonably request in connection with the its rating of the Rated DebtDebt or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its affiliates or (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliatesaffiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in its sole discretion to be necessarythe Final Offering Circular, advisable in the Indenture or desirable. For purposes of this Section 7in any other Transaction Document, the Holders, (i) in connection with any regulatory filing that the Collateral TrusteeManager is required to make or (j) general performance information which may be used by the Collateral Manager, and any its affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (A) that it is serving as collateral manager of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to Issuer, (B) the contrary in this Agreementnature, aggregate principal amount and overall performance of the Class A-1A Credit Agreement or in Assets, (C) the Indentureamount of earnings on the Assets, (D) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Debt as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and E) each of their its respective employees, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. The Asset Manager shall not be liable for Nothing in this Agreement prohibits the reporting of possible violations of state or federal law or regulation to or otherwise responding to or cooperating with an investigation by any subsequent disclosure governmental agency or entity, including the Department of information disclosed by it in accordance with this Section 7Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation.

Records; Confidentiality. (a) The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records in accordance with GAAP relating to services performed hereunder, and such books of account and records and the Related Contracts shall be accessible for inspection and copying by a representative representatives of the IssuerBorrower, the Collateral Trustee, Agent and the independent accountants appointed by Administrative Agent, or their designees (at the Issuer pursuant to Borrower’s expense, in the Indenture at a mutually agreed time case of not more than one inspection during any fiscal year except during the continuance of an Event of Default), upon reasonable advance notice and during normal business hours hours, provided that (i) any expenses incurred by the Borrower hereunder shall be reasonable and documented and (ii) the Collateral Manager shall not be required to disclose any information which it is required by law or contract to keep confidential, provided further, that, rights under this Section 6(a) may be exercised by any and all of the Persons entitled to do so upon not less than two Business Days’ reasonable prior noticenotice to the Collateral Manager and as often as may reasonably be desired and, except during the continuance of an Event of Default, only one such visit per annum shall be at the Borrower’s expense. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated third parties that are not Affiliates of the Collateral Manager or the Borrower except (i) with the prior written consent of the IssuerBorrower, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated DebtLoans and Collateral Loans or any Credit Estimate, (iii) as required by law, regulation, court order or other legal process order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager or the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or as required by the rules and regulations of any of its Affiliatesstock exchange on which the Loans may be listed, (iv) to its Affiliates shareholders and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”)professional advisors, (v) as expressly permitted in the Credit Agreement or in any other Loan Document, (vi) to the extent necessary in connection with the duties or rights of the Collateral Manager hereunder, under the Credit Agreement or under any other Loan Document, (vii) to the extent set forth in the second succeeding sentence, in connection with other transactions managed or to be managed by the Collateral Manager or its Affiliates or an assessment by others of the Collateral Manager or its Affiliates performance or investment management business or (viii) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 76, the HoldersLenders, prospective Lenders, the Administrative Agent, or the Collateral Trustee, and any of the Asset Manager’s Affiliates Agent shall in no event be considered “non-affiliated third partiesparties that are not Affiliates of the Collateral Manager or the Borrower.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuerherein, the Collateral TrusteeManager and its Affiliates shall have the right to disclose the Collateral Manager’s performance with respect to the Collateral owned by the Borrower from time to time in connection with the marketing of other portfolios, funds and accounts managed or to be managed by the Collateral Manager or any of its Affiliates. (b) Notwithstanding anything herein to the contrary, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt Collateral Manager (and each of their respective the employees, representatives personnel, representatives, or other agentsagents of the Collateral Manager) may disclose to any and all other Persons, without limitation limitations of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, described here (including the Class A-1A Credit Agreement ownership and disposition of the Indenture Loans) and all materials of any kind (including opinions or other tax analyses) that are provided to them the Collateral Manager relating to such tax treatment and tax structure. The Asset However, any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent reasonably necessary to comply with applicable federal or state securities law. For purposes of this paragraph, the terms “tax treatment” and “tax structure” have the meaning given to such terms under United States Treasury Regulation Section 1.6011-4(c) and applicable state and local law. (c) If requested by the Majority Lenders on or after the Closing Date, the Collateral Manager agrees that representatives of the Majority Lenders (or an independent third party auditing firm selected by the Majority Lenders) shall (at the Borrower’s expense) conduct an audit and/or field examination of the Collateral Manager, at reasonable times in a manner so as to not unduly disrupt the business of the Collateral Manager, for the purpose of examining the servicing and administration of the Collateral Loans, the results of which audit and/or field examination shall be promptly provided to the Lenders; provided that no more than one such audit or field examination shall be conducted during any fiscal year of the Collateral Manager. (d) If requested by the Administrative Agent or the Majority Lenders on or after the Closing Date, the Collateral Manager shall not be liable for any subsequent disclosure participate in a meeting with the Administrative Agent and the Lenders requested pursuant to Section 5.6(c) of information disclosed by it in accordance with this Section 7the Credit Agreement.

Records; Confidentiality. The Asset Manager 10.1 IPA and MDNY agree to maintain the confidentiality of Members= medical records in accordance with all applicable state and federal laws and regulations. With respect to personal medical information obtained by IPA or Participating Providers from or with respect to Members under this Agreement, IPA and MDNY shall maintain or cause comply with the Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to be maintained appropriate books of account time, and all regulations issued from time to time in connection with the Act. 10.2 To the extent any medical records relating to any Member for whom IPA has arranged for the provision of health services performed hereunderare maintained by IPA, such records and invoices and payments relating to any Member shall be maintained by PA in such form and contain such information as may be required by MDNY and state and federal regulatory bodies, now and as may be amended in the future, and such books of account and records shall be accessible retained for inspection by a representative period consistent with any record retention requirements of state and federal law, rule or regulation, but in no event less than six (6) years (including six (6) years from the Issuerdate a minor Member reaches the age of majority). 10.3 MDNY shall be entitled, in accordance with applicable law and regulations, to access the Collateral Trusteefinancial records of IPA relating to this Agreement, and the independent accountants appointed by the Issuer IPA shall account to M7DNY in detail for all funds received pursuant to this Agreement. Subject to the Indenture at a mutually agreed time during normal business hours and upon not less than two Business Days’ prior notice. The Asset Manager shall keep confidential any and foregoing, all information records, whether business, medical or otherwise, relating to the Issuer operation of MDNY's programs or its services hereunder that is either (a) beneficiaries or providers, including but not limited to all books of a type that would ordinarily account, enrollment records, general administrative records and patient records, provider files and related materials shall be considered proprietary or confidentialand remain the sole property of IPA, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Personthat MDNY, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity state and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, and shall not disclose any such information to nonaffiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated Debt, (iii) as required by law, regulation, court order or other legal process or the rules or regulations of any federal regulatory or self-regulatory organization, body or official having jurisdiction over the Asset Manager or any of its Affiliates, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), (v) such information as entities shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect access to such information, (vii) that was upon their request, as may be required in accordance with applicable law and regulations. 10.4 During the term of this Agreement and thereafter without limitation of time, neither party shall knowingly divulge, furnish or is independently developed by make available to any third person, company, corporation or other organization, without the Asset Manager other party's prior written consent, except for disclosure to officers, directors, agents and those who have a need to know, any confidential or proprietary information of or concerning the other party, including without limitation, confidential methods of operation and organization, confidential lists of providers or beneficiaries or any of its Representatives without use ofother such confidential or proprietary information or data, or reference to, the confidential information or (viii) use any such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of otherwise than under this Section 7, the Holders, the Collateral TrusteeAgreement. 10.5 IPA shall provide, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything ensure that IPA Participating Providers provide, upon request, Member medical records and encounter data to MDNY, and shall ensure that IPA Participating Providers provide to IPA, upon request, Member medical records and encounter data to the contrary in extent necessary for utilization review activities, claims processing and provider payment, and to DOll (at no charge) for the purpose of inspection and copying. In addition, PA shall provide and shall ensure that IPA Participating Providers provide to MI)NY and DOll, upon request, all financial data and reports and information concerning the appropriateness and quality of services provided pursuant to this Agreement, to the Class A-1A Credit extent authorized by law. This provision shall survive the termination of this Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7reason.

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Collateral Administrator, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two five (5) Business Days’ prior notice. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders of the Debt) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency shall reasonably request in connection with the its rating of the Rated DebtSecured Debt or supplying credit ratings or estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order or other order, legal process or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates or (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its Affiliates, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was the Collateral Administration Agreement, the Master Loan Sale Agreement, the Credit Agreements or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viiig) such information as is necessary or appropriate to disclose so that the Asset Collateral Manager may determine in perform its sole discretion to be necessaryduties hereunder, advisable or desirable. For purposes of this Section 7, the Holders, under the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Administration Agreement, the Class A-1A Credit Agreement Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager or its Affiliates in connection with their marketing activities. Notwithstanding the Indentureforegoing, it is agreed that the Collateral Manager may disclose (i) that it is serving as collateral manager of the Issuer, (ii) the nature, aggregate principal amount and overall performance of the Issuer’s Assets, (iii) the amount of earnings on the Assets, (iv) such other information about the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent Assets and the Holders Debt as is customarily disclosed by managers of collateralized loan obligations and beneficial owners of the Debt (and v) each of their its respective employees, shared personnel, representatives or other agents) agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement, the Class A-1A Credit Agreement and the Indenture related documents and all materials of any kind (including opinions or and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States federal income tax structure; provided that such United States federal income tax treatment and United States federal income tax structure shall be kept confidential to the extent reasonably necessary to comply with applicable United States federal or state laws. The Asset Manager For purposes of this Section 6, the Holders of the Debt shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7considered “non-affiliated third parties.”

Records; Confidentiality. The Asset Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by a representative representatives of the Issuer, the Collateral Trustee, the Holders, and the independent Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at a mutually agreed any time during normal business hours and upon not less than two three (3) Business Days’ prior notice; provided, however, that the Collateral Manager shall not be required to disclose or share any of its books or records in respect of any loan-level information with respect the Collateral Obligations or any Obligor to any Holder; provided, further, that, to the extent the Collateral Manager does make available any loan-level information with respect the Collateral Obligations or any Obligor, the Collateral Manager has no responsibility for and makes no representation or warranty as to the accuracy or completeness of any such information in its possession, whether or not disclosed to any Holder or any other Person, it being understood and acknowledged by the Issuer that the Collateral Manager may have or come into possession from time to time of information that conflicts with the loan-level information in its possession at such time, and shall have no obligation to update, supplement or correct such materials. The Asset Collateral Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, hereunder and shall not disclose any such information to nonaffiliated non-affiliated third parties (excluding any Holders and beneficial owners of the Debt) except (ia) with the prior written consent of the Issuer, (iib) such information as the Rating Agency S&P shall reasonably request in connection with the its rating of the Rated DebtSecured Debt or supplying credit estimates on any obligation included in the Assets, (iiic) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order order, or other legal process a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (ii) the rules or regulations of any regulatory or self-regulatory regulating organization, body or official having jurisdiction over the Asset Collateral Manager or any of its AffiliatesAffiliates or (iii) the Irish Stock Exchange, (ive) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, employees, agents, representatives and professional advisors (any such person who receives confidential information from the Asset Managerincluding, collectivelywithout limitation, “Representatives”legal, tax and accounting advisors), (vf) such information as shall have been publicly disclosed other than in the known violation of this Agreement, (vi) such information that was Agreement or is the provisions of the Indenture or shall have been obtained by the Asset Collateral Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the Issuer with respect to such information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Class A-1A Credit Agreement or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Class A-1A Credit Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.g)