Common use of Services to Other Clients; Certain Affiliated Activities Clause in Contracts

Services to Other Clients; Certain Affiliated Activities. (a) The relationship between the Collateral Manager and the Borrower as described in this Agreement permits the Collateral Manager and its Affiliates to act in multiple capacities (i.e., act as principal or agent in addition to acting on behalf of the Borrower), and, subject only to the Collateral Manager’s obligations set forth in Section 3 hereof and the Credit Agreement, to effect transactions with or for the Borrower’s account in instances in which the Collateral Manager and its Affiliates may have multiple interests. In this regard the Borrower acknowledges that the Collateral Manager and the Collateral Manager Related Persons may have multiple proprietary, advisory, transactional and financial and other interests in other Persons that invest in assets of a similar nature to those of the Borrower, and in obligations, securities, and instruments that may be purchased, sold or held for the Borrower’s account. The Collateral Manager and/or its Affiliates may originate and invest in Managed Assets on behalf of themselves and their Affiliates and act and may act as manager of and/or as adviser to Clients in investment banking, financial advisory, asset management and other capacities related to instruments that may be purchased, sold or held on the Borrower’s behalf, and the Collateral Manager and/or its Affiliates may originate obligations or securities that the Borrower may purchase, sell or hold subject to the provisions of this Agreement and of the Credit Agreement and, with respect to Collateral Obligations purchased by the Borrower from the BDC, the Master Transfer Agreement. The Collateral Manager and/or its Affiliates may syndicate Collateral Obligations and/or act as agent for the lenders with respect to a Collateral Obligation acquired by the Borrower. The Collateral Manager expects in the future that it and/or its Affiliates will serve as manager, collateral manager, collateral servicer, investment advisor or sub-advisor for other loan financing vehicles, collateral loan obligation vehicles, structured finance vehicles, loan funds, loan separate accounts and the like. At times, these activities and activities of the Collateral Manager and/or its Affiliates for their own respective accounts may cause the Collateral Manager or its Affiliates to take actions adverse to the interests of the Borrower. Subject to applicable law and to any obligations the BDC may have as EU Retention Provider under the Retention Letter, the Collateral Manager and/or Collateral Manager Related Persons will at certain times (a) be seeking to purchase or sell securities or obligations for the Borrower while simultaneously seeking to take the same or opposite action for themselves, or their other Clients and/or (b) take short positions or enter into short credit default swaps with respect to certain Collateral or Obligors included in the Collateral; provided, that neither the Collateral Manager nor any Collateral Manager Related Person may take any such short position or enter into any such short credit default swap for the account of the Borrower. The Borrower understands that such actions may have an adverse impact on the market which the Collateral Manager seeks to access on behalf of the Borrower. The Collateral Manager and/or Collateral Manager Related Persons may give advice, and take action, with respect to any of their Clients or their respective proprietary accounts that may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to any one or all of the Collateral Manager’s Clients (including the Borrower), and effect transactions for such Clients or their respective proprietary accounts at prices or rates that may be more or less favorable than the prices or rates applying to transactions effected for the Borrower. (b) The Borrower acknowledges that the ability of the Collateral Manager and its Affiliates to effect or recommend transactions may be restricted by applicable regulatory requirements in the United States or elsewhere or by their internal policies designed to comply with such requirements. As a result, there may be periods when the Collateral Manager will not initiate or recommend certain types of transactions in certain obligations or securities on behalf of the Borrower. (c) Nothing herein shall prevent the Collateral Manager and/or Collateral Manager Related Persons from (1) acting as principal, agent or fiduciary for other Clients in connection with obligations or securities simultaneously held by the Borrower or of the type eligible for acquisition by the Borrower or limiting any relationships the Collateral Manager and/or Collateral Manager Related Persons may have with any Obligor or issuer of any Collateral or (2) engaging, to the extent permitted by law and not prohibited by the Credit Agreement, in its or their customary business, other businesses or from rendering services of any kind to the Borrower and its Affiliates, the Collateral Agent, the Collateral Administrator, the Custodian, the Facility Agent, the Senior Lenders or any other Person. There is no limitation or restriction on the ability of the Collateral Manager or any of its Affiliates now or in the future to act as collateral manager, collateral servicer, investment advisor or sub-advisor (or in a similar role) to other Persons. Without prejudice to the generality of the foregoing, the Collateral Manager or any Collateral Manager Related Person may, among other things: (i) serve as shareholders, directors (whether supervisory or managing), managers, officers, employees, personnel, agents, nominees or signatories for the Borrower or any affiliate thereof, or for any Obligor or issuer or affiliate of any Obligor or issuer of any of the Managed Assets; provided, that, in the commercially reasonable opinion of the Collateral Manager, such activity will not have a material adverse effect on the Managed Assets; (ii) receive fees for services of whatever nature rendered to the Obligor or issuer of any of the Managed Assets; provided, that with respect to such services, the Collateral Manager is not acting as an agent for the Borrower and that such activity will not (in the commercially reasonable judgment of the Collateral Manager) have a material adverse effect on the Managed Assets; (iii) be retained to provide services unrelated to this Agreement to the Borrower or its Affiliates or to any other Person and be paid therefor; (iv) be a secured or unsecured creditor of, or hold an equity interest in (A) the Borrower or any Affiliate thereof or (B) any Obligor or issuer of any Managed Asset; (v) subject to Sections 3 and 5 hereof and the Credit Agreement and, with respect to Collateral Obligations purchased by the Borrower from the BDC, the Master Transfer Agreement, sell any Managed Asset to, or purchase any Managed Asset from, the Borrower while acting in the capacity of principal or agent; (vi) originate, underwrite, act as an agent with respect to, act as a distributor of or make a market in any Managed Asset; (vii) serve as a member of any “creditors’ board” or “creditors’ committee” with respect to any Obligor or issuer with respect to any Managed Asset; and (viii) act as manager, collateral manager, collateral servicer, investment advisor and/or sub-advisor in other corporate loan financing vehicles, collateralized loan obligation vehicles, structured finance vehicles, funds or separate accounts. (d) The Borrower acknowledges and agrees that: (i) the Collateral Manager and/or its Affiliates have proprietary interests in, and may manage or advise, accounts, investment funds or other Persons that have investment objectives similar or dissimilar to those of the Borrower and/or that engage in transactions in the same types of obligations and investments as the Borrower, and as a result may compete with the Borrower for appropriate investment opportunities; (ii) issuers or Obligors of securities or obligations held by the Borrower may have publicly or privately traded securities or obligations, including securities or obligations that are senior to, or have interests different from or adverse to, the securities that are pledged to secure the Obligations, in which the Collateral Manager and/or its Affiliates may be an investor or may make a market; (iii) the trading activities of the Collateral Manager and/or its Affiliates generally are carried out without reference to positions held by the Borrower and may have an effect on the value of the positions so held, or may result in the Collateral Manager and/or its Affiliates having an interest in the applicable Obligor or issuer adverse to that of the Borrower; (iv) the Collateral Manager and/or its Affiliates (other than the Borrower), subject to any of the BDC’s obligations under the Retention Letter, may create, write or issue derivative instruments with respect to which the underlying obligations may be those in which the Borrower invests; (v) the Collateral Manager, any Collateral Manager Related Person or any member of their families or a Person advised by the Collateral Manager and/or its Affiliates may have an interest in a particular transaction or in investments of the same kind or class, or investments of a different kind or class of the same issuer or Obligor, as those whose acquisition or sale the Collateral Manager may direct hereunder; and (vi) except as may be otherwise expressly provided in any written agreement between the Collateral Manager and/or its Affiliates and the Borrower, the Collateral Manager and/or its Affiliates may obtain and keep any profits, commissions and fees accruing to them in connection with their activities as agent or principal in transactions for the Borrower’s account and other activities for themselves and other Clients and their own accounts, and the Collateral Manager’s fees as set forth in this Agreement shall not be abated thereby. (e) In connection with their activities with the Collateral Manager, the Borrower understands that the directors, officers, employees and personnel of the Collateral Manager or of any of its Affiliates (the “Personnel”) may receive information regarding the Collateral Manager’s proposed activities or activities or proposed activities of any Obligor or any issuer of securities that is not generally available to the public. However, there will be no obligation on the part of such Personnel to make available for use by the Borrower or by any advisory accounts any information or strategies known to them or developed in connection with their advisory, proprietary or other activities. In addition, the Collateral Manager will be under no obligation to make available any research or analysis prior to its public dissemination. Furthermore, the Collateral Manager shall have no obligation to recommend for purchase or sale by the Borrower any obligation or security that the Collateral Manager or its Personnel may purchase for themselves or for any other Clients. The Borrower understands that the policies of the Collateral Manager or of its Affiliates are such that certain Personnel may have or obtain information that, by virtue of such internal policies relating to confidential communications, cannot or may not be used by the Collateral Manager on behalf of the Borrower. In addition, the Collateral Manager and Collateral Manager Related Persons, in connection with their other business activities, may acquire material non-public confidential information that may restrict the Collateral Manager from purchasing obligations or securities or selling obligations or securities for itself, for its Affiliates (including the Borrower) or for its Clients or otherwise using such information for the benefit of itself, its Affiliates or its Clients. The Collateral Manager shall have no obligation to seek to obtain any material non-public information about any Obligor or any issuer, and, if so required by applicable law, will not effect transactions for the Borrower on the basis of any material non-public information as may come into its possession. (f) The Borrower acknowledges and agrees that, although the officers, employees and personnel of the Collateral Manager or of its Affiliates will devote as much time to the Borrower as the Collateral Manager deems necessary and appropriate, such officers, employees and personnel may have conflicts in allocating their time and services among the Borrower and the Collateral Manager’s and its Affiliates’ other Clients and proprietary accounts.

Services to Other Clients; Certain Affiliated Activities. (a) The relationship between the Collateral Manager and the Borrower as described in this Agreement permits the Collateral Manager and its Affiliates to act in multiple capacities (i.e., act as principal or agent in addition to acting on behalf of the Borrower), and, subject only to the Collateral Manager’s obligations set forth in Section 3 hereof and the Credit Agreement, to effect transactions with or for the Borrower’s account in instances in which the Collateral Manager and its Affiliates may have multiple interests. In this regard the Borrower acknowledges that the Collateral Manager and the Collateral Manager Related Persons may have multiple proprietary, advisory, transactional and financial and other interests in other Persons that invest in assets of a similar nature to those of the Borrower, and in obligations, securities, and instruments that may be purchased, sold or held for the Borrower’s account. The Collateral Manager and/or its Affiliates may originate and invest in Managed Assets on behalf of themselves and their Affiliates and act and may act as manager of and/or as adviser to Clients in investment banking, financial advisory, asset management and other capacities related to instruments that may be purchased, sold or held on the Borrower’s behalf, and the Collateral Manager and/or its Affiliates may originate obligations or securities that the Borrower may purchase, sell or hold subject to the provisions of this Agreement and of the Credit Agreement and, with respect to Collateral Obligations purchased by the Borrower from the BDC, the Master Transfer Loan Sale Agreement. The Collateral Manager and/or its Affiliates may syndicate Collateral Obligations and/or act as agent for the lenders with respect to a Collateral Obligation acquired by the Borrower. The Collateral Manager expects in the future that it and/or its Affiliates will serve as manager, collateral manager, collateral servicer, investment advisor or sub-advisor for other loan financing vehicles, collateral loan obligation vehicles, structured finance vehicles, loan funds, loan separate accounts and the like. At times, these activities and activities of the Collateral Manager and/or its Affiliates for their own respective accounts may cause the Collateral Manager or its Affiliates to take actions adverse to the interests of the Borrower. Subject to applicable law and to any obligations the BDC may have as EU Retention Provider under the Retention Letterlaw, the Collateral Manager and/or Collateral Manager Related Persons will at certain times (a) be seeking to purchase or sell securities or obligations for the Borrower while simultaneously seeking to take the same or opposite action for themselves, or their other Clients and/or (b) take short positions or enter into short credit default swaps with respect to certain Collateral or Obligors included in the Collateral; provided, that neither the Collateral Manager nor any Collateral Manager Related Person may take any such short position or enter into any such short credit default swap for the account of the Borrower. The Borrower understands that such actions may have an adverse impact on the market which the Collateral Manager seeks to access on behalf of the Borrower. The Collateral Manager and/or Collateral Manager Related Persons may give advice, and take action, with respect to any of their Clients or their respective proprietary accounts that may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to any one or all of the Collateral Manager’s Clients (including the Borrower), and effect transactions for such Clients or their respective proprietary accounts at prices or rates that may be more or less favorable than the prices or rates applying to transactions effected for the Borrower. (b) The Borrower acknowledges that the ability of the Collateral Manager and its Affiliates to effect or recommend transactions may be restricted by applicable regulatory requirements in the United States or elsewhere or by their internal policies designed to comply with such requirements. As a result, there may be periods when the Collateral Manager will not initiate or recommend certain types of transactions in certain obligations or securities on behalf of the Borrower. (c) Nothing herein shall prevent the Collateral Manager and/or Collateral Manager Related Persons from (1) acting as principal, agent or fiduciary for other Clients in connection with obligations or securities simultaneously held by the Borrower or of the type eligible for acquisition by the Borrower or limiting any relationships the Collateral Manager and/or Collateral Manager Related Persons may have with any Obligor or issuer of any Collateral or (2) engaging, to the extent permitted by law and not prohibited by the Credit Agreement, in its or their customary business, other businesses or from rendering services of any kind to the Borrower and its Affiliates, the Collateral Agent, the Collateral Administrator, the Document Custodian, the Facility Administrative Agent, the Senior Lenders or any other Person. There is no limitation or restriction on the ability of the Collateral Manager or any of its Affiliates now or in the future to act as collateral manager, collateral servicer, investment advisor or sub-advisor (or in a similar role) to other Persons. Without prejudice to the generality of the foregoing, the Collateral Manager or any Collateral Manager Related Person may, among other things: (i) serve as shareholders, directors (whether supervisory or managing), managers, officers, employees, personnel, agents, nominees or signatories for the Borrower or any affiliate thereof, or for any Obligor or issuer or affiliate of any Obligor or issuer of any of the Managed Assets; provided, that, in the commercially reasonable opinion of the Collateral Manager, such activity will not have a material adverse effect on the Managed Assets; (ii) receive fees for services of whatever nature rendered to the Obligor or issuer of any of the Managed Assets; provided, that with respect to such services, the Collateral Manager is not acting as an agent for the Borrower and that such activity will not (in the commercially reasonable judgment of the Collateral Manager) have a material adverse effect on the Managed Assets; (iii) be retained to provide services unrelated to this Agreement to the Borrower or its Affiliates or to any other Person and be paid therefor; (iv) be a secured or unsecured creditor of, or hold an equity interest in (A) the Borrower or any Affiliate thereof or (B) any Obligor or issuer of any Managed Asset; (v) subject to Sections 3 and 5 hereof and the Credit Agreement and, with respect to Collateral Obligations purchased by the Borrower from the BDC, the Master Transfer Loan Sale Agreement, sell any Managed Asset to, or purchase any Managed Asset from, the Borrower while acting in the capacity of principal or agent; (vi) originate, underwrite, act as an agent with respect to, act as a distributor of or make a market in any Managed Asset; (vii) serve as a member of any “creditors’ board” or “creditors’ committee” with respect to any Obligor or issuer with respect to any Managed Asset; and (viii) act as manager, collateral manager, collateral servicer, investment advisor and/or sub-advisor in other corporate loan financing vehicles, collateralized loan obligation vehicles, structured finance vehicles, funds or separate accounts. (d) The Borrower acknowledges and agrees that: (i) the Collateral Manager and/or its Affiliates have proprietary interests in, and may manage or advise, accounts, investment funds or other Persons that have investment objectives similar or dissimilar to those of the Borrower and/or that engage in transactions in the same types of obligations and investments as the Borrower, and as a result may compete with the Borrower for appropriate investment opportunities; (ii) issuers or Obligors of securities or obligations held by the Borrower may have publicly or privately traded securities or obligations, including securities or obligations that are senior to, or have interests different from or adverse to, the securities that are pledged to secure the Obligations, in which the Collateral Manager and/or its Affiliates may be an investor or may make a market; (iii) the trading activities of the Collateral Manager and/or its Affiliates generally are carried out without reference to positions held by the Borrower and may have an effect on the value of the positions so held, or may result in the Collateral Manager and/or its Affiliates having an interest in the applicable Obligor or issuer adverse to that of the Borrower; (iv) the Collateral Manager and/or its Affiliates (other than the Borrower), subject to any of the BDC’s obligations under the Retention Letter, may create, write or issue derivative instruments with respect to which the underlying obligations may be those in which the Borrower invests; (v) the Collateral Manager, any Collateral Manager Related Person or any member of their families or a Person advised by the Collateral Manager and/or its Affiliates may have an interest in a particular transaction or in investments of the same kind or class, or investments of a different kind or class of the same issuer or Obligor, as those whose acquisition or sale the Collateral Manager may direct hereunder; and (vi) except as may be otherwise expressly provided in any written agreement between the Collateral Manager and/or its Affiliates and the Borrower, the Collateral Manager and/or its Affiliates may obtain and keep any profits, commissions and fees accruing to them in connection with their activities as agent or principal in transactions for the Borrower’s account and other activities for themselves and other Clients and their own accounts, and the Collateral Manager’s fees as set forth in this Agreement shall not be abated thereby. (e) In connection with their activities with the Collateral Manager, the Borrower understands that the directors, officers, employees and personnel of the Collateral Manager or of any of its Affiliates (the “Personnel”) may receive information regarding the Collateral Manager’s proposed activities or activities or proposed activities of any Obligor or any issuer of securities that is not generally available to the public. However, there will be no obligation on the part of such Personnel to make available for use by the Borrower or by any advisory accounts any information or strategies known to them or developed in connection with their advisory, proprietary or other activities. In addition, the Collateral Manager will be under no obligation to make available any research or analysis prior to its public dissemination. Furthermore, the Collateral Manager shall have no obligation to recommend for purchase or sale by the Borrower any obligation or security that the Collateral Manager or its Personnel may purchase for themselves or for any other Clients. The Borrower understands that the policies of the Collateral Manager or of its Affiliates are such that certain Personnel may have or obtain information that, by virtue of such internal policies relating to confidential communications, cannot or may not be used by the Collateral Manager on behalf of the Borrower. In addition, the Collateral Manager and Collateral Manager Related Persons, in connection with their other business activities, may acquire material non-public confidential information that may restrict the Collateral Manager from purchasing obligations or securities or selling obligations or securities for itself, for its Affiliates (including the Borrower) or for its Clients or otherwise using such information for the benefit of itself, its Affiliates or its Clients. The Collateral Manager shall have no obligation to seek to obtain any material non-public information about any Obligor or any issuer, and, if so required by applicable law, will not effect transactions for the Borrower on the basis of any material non-public information as may come into its possession. (f) The Borrower acknowledges and agrees that, although the officers, employees and personnel of the Collateral Manager or of its Affiliates will devote as much time to the Borrower as the Collateral Manager deems necessary and appropriate, such officers, employees and personnel may have conflicts in allocating their time and services among the Borrower and the Collateral Manager’s and its Affiliates’ other Clients and proprietary accounts.

Services to Other Clients; Certain Affiliated Activities. (a) The relationship between the Collateral Manager and the Borrower as described in this Agreement permits the Collateral Manager and its Affiliates to act in multiple capacities (i.e., act as principal or agent in addition to acting on behalf of the Borrower), and, subject only to the Collateral Manager’s obligations set forth in Section 3 hereof and the Credit Agreement, to effect transactions with or for the Borrower’s account in instances in which the Collateral Manager and its Affiliates may have multiple interests. In this regard the Borrower acknowledges that the Collateral Manager and the Collateral Manager Related Persons may have multiple proprietary, advisory, transactional and financial and other interests in other Persons that invest in assets of a similar nature to those of the Borrower, and in obligations, securities, and instruments that may be purchased, sold or held for the Borrower’s account. The Collateral Manager and/or its Affiliates may originate and invest in Managed Assets on behalf of themselves and their Affiliates and act and may act as manager of and/or as adviser to Clients in investment banking, financial advisory, asset management and other capacities related to instruments that may be purchased, sold or held on the Borrower’s behalf, and the Collateral Manager and/or its Affiliates may originate obligations or securities that the Borrower may purchase, sell or hold subject to the provisions of this Agreement and of the Credit Agreement and, with respect to Collateral Obligations Loans purchased by the Borrower from the BDC, the Master Transfer Agreement. The Collateral Manager and/or its Affiliates may syndicate Collateral Obligations Loans and/or act as agent for the lenders with respect to a Collateral Obligation Loan acquired by the Borrower. The Collateral Manager expects in the future that it and/or its Affiliates will serve as manager, collateral manager, collateral servicer, investment advisor or sub-advisor for other loan financing vehicles, collateral loan obligation vehicles, structured finance vehicles, loan funds, loan separate accounts and the like. At times, these activities and activities of the Collateral Manager and/or its Affiliates for their own respective accounts may cause the Collateral Manager or its Affiliates to take actions adverse to the interests of the Borrower. Subject to applicable law and to any obligations the BDC may have as EU Retention Provider under the Retention Letter, the Collateral Manager and/or Collateral Manager Related Persons will at certain times (a) be seeking to purchase or sell securities or obligations for the Borrower while simultaneously seeking to take the same or opposite action for themselves, or their other Clients and/or (b) take short positions or enter into short credit default swaps with respect to certain Collateral or Obligors included in the Collateral; provided, that neither the Collateral Manager nor any Collateral Manager Related Person may take any such short position or enter into any such short credit default swap for the account of the Borrower. The Borrower understands that such actions may have an adverse impact on the market which the Collateral Manager seeks to access on behalf of the Borrower. The Collateral Manager and/or Collateral Manager Related Persons may give advice, and take action, with respect to any of their Clients or their respective proprietary accounts that may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to any one or all of the Collateral Manager’s Clients (including the Borrower), and effect transactions for such Clients or their respective proprietary accounts at prices or rates that may be more or less favorable than the prices or rates applying to transactions effected for the Borrower. (b) The Borrower acknowledges that the ability of the Collateral Manager and its Affiliates to effect or recommend transactions may be restricted by applicable regulatory requirements in the United States or elsewhere or by their internal policies designed to comply with such requirements. As a result, there may be periods when the Collateral Manager will not initiate or recommend certain types of transactions in certain obligations or securities on behalf of the Borrower. (c) Nothing herein shall prevent the Collateral Manager and/or Collateral Manager Related Persons from (1) acting as principal, agent or fiduciary for other Clients in connection with obligations or securities simultaneously held by the Borrower or of the type eligible for acquisition by the Borrower or limiting any relationships the Collateral Manager and/or Collateral Manager Related Persons may have with any Obligor or issuer of any Collateral or (2) engaging, to the extent permitted by law and not prohibited by the Credit Agreement, in its or their customary business, other businesses or from rendering services of any kind to the Borrower and its Affiliates, the Collateral Agent, the Collateral Administrator, the Custodian, the Facility Administrative Agent, the Senior Lenders or any other Person. There is no limitation or restriction on the ability of the Collateral Manager or any of its Affiliates now or in the future to act as collateral manager, collateral servicer, investment advisor or sub-advisor (or in a similar role) to other Persons. Without prejudice to the generality of the foregoing, the Collateral Manager or any Collateral Manager Related Person may, among other things: (i) serve as shareholders, directors (whether supervisory or managing), managers, officers, employees, personnel, agents, nominees or signatories for the Borrower or any affiliate thereof, or for any Obligor or issuer or affiliate of any Obligor or issuer of any of the Managed Assets; provided, that, in the commercially reasonable opinion of the Collateral Manager, such activity will not have a material adverse effect on the Managed Assets; (ii) receive fees for services of whatever nature rendered to the Obligor or issuer of any of the Managed Assets; provided, that with respect to such services, the Collateral Manager is not acting as an agent for the Borrower and that such activity will not (in the commercially reasonable judgment of the Collateral Manager) have a material adverse effect on the Managed Assets; (iii) be retained to provide services unrelated to this Agreement to the Borrower or its Affiliates or to any other Person and be paid therefor; (iv) be a secured or unsecured creditor of, or hold an equity interest in (A) the Borrower or any Affiliate thereof or (B) any Obligor or issuer of any Managed Asset; (v) subject to Sections 3 and 5 hereof and the Credit Agreement and, with respect to Collateral Obligations Loans purchased by the Borrower from the BDC, the Master Transfer Agreement, sell any Managed Asset to, or purchase any Managed Asset from, the Borrower while acting in the capacity of principal or agent; (vi) originate, underwrite, act as an agent with respect to, act as a distributor of or make a market in any Managed Asset; (vii) serve as a member of any “creditors’ board” or “creditors’ committee” with respect to any Obligor or issuer with respect to any Managed Asset; and (viii) act as manager, collateral manager, collateral servicer, investment advisor and/or sub-advisor in other corporate loan financing vehicles, collateralized loan obligation vehicles, structured finance vehicles, funds or separate accounts. (d) The Borrower acknowledges and agrees that: (i) the Collateral Manager and/or its Affiliates have proprietary interests in, and may manage or advise, accounts, investment funds or other Persons that have investment objectives similar or dissimilar to those of the Borrower and/or that engage in transactions in the same types of obligations and investments as the Borrower, and as a result may compete with the Borrower for appropriate investment opportunities; (ii) issuers or Obligors of securities or obligations held by the Borrower may have publicly or privately traded securities or obligations, including securities or obligations that are senior to, or have interests different from or adverse to, the securities that are pledged to secure the Obligations, in which the Collateral Manager and/or its Affiliates may be an investor or may make a market; (iii) the trading activities of the Collateral Manager and/or its Affiliates generally are carried out without reference to positions held by the Borrower and may have an effect on the value of the positions so held, or may result in the Collateral Manager and/or its Affiliates having an interest in the applicable Obligor or issuer adverse to that of the Borrower; (iv) the Collateral Manager and/or its Affiliates (other than the Borrower), subject to any of the BDC’s obligations under the Retention Letter, may create, write or issue derivative instruments with respect to which the underlying obligations may be those in which the Borrower invests; (v) the Collateral Manager, any Collateral Manager Related Person or any member of their families or a Person advised by the Collateral Manager and/or its Affiliates may have an interest in a particular transaction or in investments of the same kind or class, or investments of a different kind or class of the same issuer or Obligor, as those whose acquisition or sale the Collateral Manager may direct hereunder; and (vi) except as may be otherwise expressly provided in any written agreement between the Collateral Manager and/or its Affiliates and the Borrower, the Collateral Manager and/or its Affiliates may obtain and keep any profits, commissions and fees accruing to them in connection with their activities as agent or principal in transactions for the Borrower’s account and other activities for themselves and other Clients and their own accounts, and the Collateral Manager’s fees as set forth in this Agreement shall not be abated thereby. (e) In connection with their activities with the Collateral Manager, the Borrower understands that the directors, officers, employees and personnel of the Collateral Manager or of any of its Affiliates (the “Personnel”) may receive information regarding the Collateral Manager’s proposed activities or activities or proposed activities of any Obligor or any issuer of securities that is not generally available to the public. However, there will be no obligation on the part of such Personnel to make available for use by the Borrower or by any advisory accounts any information or strategies known to them or developed in connection with their advisory, proprietary or other activities. In addition, the Collateral Manager will be under no obligation to make available any research or analysis prior to its public dissemination. Furthermore, the Collateral Manager shall have no obligation to recommend for purchase or sale by the Borrower any obligation or security that the Collateral Manager or its Personnel may purchase for themselves or for any other Clients. The Borrower understands that the policies of the Collateral Manager or of its Affiliates are such that certain Personnel may have or obtain information that, by virtue of such internal policies relating to confidential communications, cannot or may not be used by the Collateral Manager on behalf of the Borrower. In addition, the Collateral Manager and Collateral Manager Related Persons, in connection with their other business activities, may acquire material non-public confidential information that may restrict the Collateral Manager from purchasing obligations or securities or selling obligations or securities for itself, for its Affiliates (including the Borrower) or for its Clients or otherwise using such information for the benefit of itself, its Affiliates or its Clients. The Collateral Manager shall have no obligation to seek to obtain any material non-public information about any Obligor or any issuer, and, if so required by applicable law, will not effect transactions for the Borrower on the basis of any material non-public information as may come into its possession. (f) The Borrower acknowledges and agrees that, although the officers, employees and personnel of the Collateral Manager or of its Affiliates will devote as much time to the Borrower as the Collateral Manager deems necessary and appropriate, such officers, employees and personnel may have conflicts in allocating their time and services among the Borrower and the Collateral Manager’s and its Affiliates’ other Clients and proprietary accounts.

Services to Other Clients; Certain Affiliated Activities. (a) The relationship between the Collateral Manager and the Borrower as described in this Agreement permits the Collateral Manager and its Affiliates to act in multiple capacities (i.e., act as principal or agent in addition to acting on behalf of the Borrower), and, subject only to the Collateral Manager’s obligations set forth in Section 3 hereof and the Credit Agreement, to effect transactions with or for the Borrower’s account in instances in which the Collateral Manager and its Affiliates may have multiple interests. In this regard the Borrower acknowledges that the Collateral Manager and the Collateral Manager Related Persons may have multiple proprietary, advisory, transactional and financial and other interests in other Persons that invest in assets of a similar nature to those of the Borrower, and in obligations, securities, and instruments that may be purchased, sold or held for the Borrower’s account. The Collateral Manager and/or its Affiliates may originate and invest in Managed Assets on behalf of themselves and their Affiliates and act and may act as manager of and/or as adviser to Clients in investment banking, financial advisory, asset management and other capacities related to instruments that may be purchased, sold or held on the Borrower’s behalf, and the Collateral Manager and/or its Affiliates may originate obligations or securities that the Borrower may purchase, sell or hold subject to the provisions of this Agreement and of the Credit Agreement and, with respect to Collateral Obligations Loans purchased by the Borrower from the BDC, the Master Transfer Agreement. The Collateral Manager and/or its Affiliates may syndicate Collateral Obligations Loans and/or act as agent for the lenders with respect to a Collateral Obligation Loan acquired by the Borrower. The Collateral Manager expects in the future that it and/or its Affiliates will serve as manager, collateral manager, collateral servicer, investment advisor or sub-advisor for other loan financing vehicles, collateral loan obligation vehicles, structured finance vehicles, loan funds, loan separate accounts and the like. At times, these activities and activities of the Collateral Manager and/or its Affiliates for their own respective accounts may cause the Collateral Manager or its Affiliates to take actions adverse to the interests of the Borrower. Subject to applicable law and to any obligations the BDC may have as EU Retention Provider under the Retention Letter, the Collateral Manager and/or Collateral Manager Related Persons will at certain times (a) be seeking to purchase or sell securities or obligations for the Borrower while simultaneously seeking to take the same or opposite action for themselves, or their other Clients and/or (b) take short positions or enter into short credit default swaps with respect to certain Collateral or Obligors included in the Collateral; provided, that neither the Collateral Manager nor any Collateral Manager Related Person may take any such short position or enter into any such short credit default swap for the account of the Borrower. The Borrower understands that such actions may have an adverse impact on the market which the Collateral Manager seeks to access on behalf of the Borrower. The Collateral Manager and/or Collateral Manager Related Persons may give advice, and take action, with respect to any of their Clients or their respective proprietary accounts that may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to any one or all of the Collateral Manager’s Clients (including the Borrower), and effect transactions for such Clients or their respective proprietary accounts at prices or rates that may be more or less favorable than the prices or rates applying to transactions effected for the Borrower. (b) The Borrower acknowledges that the ability of the Collateral Manager and its Affiliates to effect or recommend transactions may be restricted by applicable regulatory requirements in the United States or elsewhere or by their internal policies designed to comply with such requirements. As a result, there may be periods when the Collateral Manager will not initiate or recommend certain types of transactions in certain obligations or securities on behalf of the Borrower. (c) Nothing herein shall prevent the Collateral Manager and/or Collateral Manager Related Persons from (1) acting as principal, agent or fiduciary for other Clients in connection with obligations or securities simultaneously held by the Borrower or of the type eligible for acquisition by the Borrower or limiting any relationships the Collateral Manager and/or Collateral Manager Related Persons may have with any Obligor or issuer of any Collateral or (2) engaging, to the extent permitted by law and not prohibited by the Credit Agreement, in its or their customary business, other businesses or from rendering services of any kind to the Borrower and its Affiliates, the Collateral Agent, the Collateral Administrator, the Custodian, the Facility Administrative Agent, the Senior Lenders or any other Person. There is no limitation or restriction on the ability of the Collateral Manager or any of its Affiliates now or in the future to act as collateral manager, collateral servicer, investment advisor or sub-advisor (or in a similar role) to other Persons. Without prejudice to the generality of the foregoing, the Collateral Manager or any Collateral Manager Related Person may, among other things: (i) serve as shareholders, directors (whether supervisory or managing), managers, officers, employees, personnel, agents, nominees or signatories for the Borrower or any affiliate thereof, or for any Obligor or issuer or affiliate of any Obligor or issuer of any of the Managed Assets; provided, that, in the commercially reasonable opinion of the Collateral Manager, such activity will not have a material adverse effect on the Managed Assets; (ii) receive fees for services of whatever nature rendered to the Obligor or issuer of any of the Managed Assets; provided, that with respect to such services, the Collateral Manager is not acting as an agent for the Borrower and that such activity will not (in the commercially reasonable judgment of the Collateral Manager) have a material adverse effect on the Managed Assets; (iii) be retained to provide services unrelated to this Agreement to the Borrower or its Affiliates or to any other Person and be paid therefor; (iv) be a secured or unsecured creditor of, or hold an equity interest in (A) the Borrower or any Affiliate thereof or (B) any Obligor or issuer of any Managed Asset; (v) subject to Sections 3 and 5 hereof and the Credit Agreement and, with respect to Collateral Obligations Loans purchased by the Borrower from the BDC, the Master Transfer Agreement, sell any Managed Asset to, or purchase any Managed Asset from, the Borrower while acting in the capacity of principal or agent; (vi) originate, underwrite, act as an agent with respect to, act as a distributor of or make a market in any Managed Asset; (vii) serve as a member of any “creditors’ board” or “creditors’ committee” with respect to any Obligor or issuer with respect to any Managed Asset; and (viii) act as manager, collateral manager, collateral servicer, investment advisor and/or sub-advisor in other corporate loan financing vehicles, collateralized loan obligation vehicles, structured finance vehicles, funds or separate accounts. (d) The Borrower acknowledges and agrees that: (i) the Collateral Manager and/or its Affiliates have proprietary interests in, and may manage or advise, accounts, investment funds or other Persons that have investment objectives similar or dissimilar to those of the Borrower and/or that engage in transactions in the same types of obligations and investments as the Borrower, and as a result may compete with the Borrower for appropriate investment opportunities; (ii) issuers or Obligors of securities or obligations held by the Borrower may have publicly or privately traded securities or obligations, including securities or obligations that are senior to, or have interests different from or adverse to, the securities that are pledged to secure the Obligations, in which the Collateral Manager and/or its Affiliates may be an investor or may make a market; (iii) the trading activities of the Collateral Manager and/or its Affiliates generally are carried out without reference to positions held by the Borrower and may have an effect on the value of the positions so held, or may result in the Collateral Manager and/or its Affiliates having an interest in the applicable Obligor or issuer adverse to that of the Borrower; (iv) the Collateral Manager and/or its Affiliates (other than the Borrower), subject to any of the BDC’s obligations under the Retention Letter, may create, write or issue derivative instruments with respect to which the underlying obligations may be those in which the Borrower invests; (v) the Collateral Manager, any Collateral Manager Related Person or any member of their families or a Person advised by the Collateral Manager and/or its Affiliates may have an interest in a particular transaction or in investments of the same kind or class, or investments of a different kind or class of the same issuer or Obligor, as those whose acquisition or sale the Collateral Manager may direct hereunder; and (vi) except as may be otherwise expressly provided in any written agreement between the Collateral Manager and/or its Affiliates and the Borrower, the Collateral Manager and/or its Affiliates may obtain and keep any profits, commissions and fees accruing to them in connection with their activities as agent or principal in transactions for the Borrower’s account and other activities for themselves and other Clients and their own accounts, and the Collateral Manager’s fees as set forth in this Agreement shall not be abated thereby. (e) In connection with their activities with the Collateral Manager, the Borrower understands that the directors, officers, employees and personnel of the Collateral Manager or of any of its Affiliates (the “Personnel”) may receive information regarding the Collateral Manager’s proposed activities or activities or proposed activities of any Obligor or any issuer of securities that is not generally available to the public. However, there will be no obligation on the part of such Personnel to make available for use by the Borrower or by any advisory accounts any information or strategies known to them or developed in connection with their advisory, proprietary or other activities. In addition, the Collateral Manager will be under no obligation to make available any research or analysis prior to its public dissemination. Furthermore, the Collateral Manager shall have no obligation to recommend for purchase or sale by the Borrower any obligation or security that the Collateral Manager or its Personnel may purchase for themselves or for any other Clients. The Borrower understands that the policies of the Collateral Manager or of its Affiliates are such that certain Personnel may have or obtain information that, by virtue of such internal policies relating to confidential communications, cannot or may not be used by the Collateral Manager on behalf of the Borrower. In addition, the Collateral Manager and Collateral Manager Related Persons, in connection with their other business activities, may acquire material non-public confidential information that may restrict the Collateral Manager from purchasing obligations or securities or selling obligations or securities for itself, for its Affiliates (including the Borrower) or for its Clients or otherwise using such information for the benefit of itself, its Affiliates or its Clients. The Collateral Manager shall have no obligation to seek to obtain any material non-public information about any Obligor or any issuer, and, if so required by applicable law, will not effect transactions for the Borrower on the basis of any material non-public information as may come into its possession. (f) The Borrower acknowledges and agrees that, although the officers, employees and personnel of the Collateral Manager or of its Affiliates will devote as much time to the Borrower as the Collateral Manager deems necessary and appropriate, such officers, employees and personnel may have conflicts in allocating their time and services among the Borrower and the Collateral Manager’s and its Affiliates’ other Clients and proprietary accounts.