Common use of Standards of Conduct Clause in Contracts

Standards of Conduct. (a) Whenever the Manager or the Board of Directors, or any committee thereof (including the Audit Committee), makes a determination or takes or declines to take any other action, or any Affiliate of the Manager causes the Manager to do so, in its capacity as the Manager as opposed to in its individual capacity, whether under this Agreement or any other agreement, then, unless another express lesser standard is provided for in this Agreement, the Manager, the Board of Directors or such committee or such Affiliates causing the Manager to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. A determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement, if the Person or Persons making such determination or taking or declining to take such other action subjectively believes that the determination or other action or inaction is in, or not adverse to, the best interests of the Company; provided, however, that if the Board of Directors or the Manager is making a determination or taking or declining to take an action pursuant to clause (ii) or clause (iii) of the first sentence of Section 15.1(b), then in lieu thereof, such determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement if the members of the Board of Directors or the Manager, as applicable, making such determination or taking or declining to take such other action subjectively believe that the determination or other action or inaction meets the standard set forth in clause (ii) or clause (iii) of the first sentence of Section 15.1(b), as applicable. Whenever in this Agreement the Board of Directors, the Manager, the Audit Committee or the Repurchase Committee is permitted or required to make a decision in its “sole discretion” or “discretion” or that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, the Board of Directors, the Manager, the Audit Committee or the Repurchase Committee, as applicable, shall be entitled to consider only such interests and factors as it desires, including the interests of KKR and its Affiliates, and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. When resolving a conflict of interest or a potential conflict of interest, including pursuant to Section 15.1, the Board of Directors or the Audit Committee may consider any factors and other information that the Board of Directors or the Audit Committee, as applicable, determines in its sole discretion to consider. (b) Whenever the Manager or a member of the Board of Directors makes a determination or takes or declines to take any other action, or any of their respective Affiliates causes it or such member to do so, in its or such member’s individual capacity as opposed to in its capacity as Manager or in such member’s capacity as a Director, as applicable, whether under this Agreement or any other agreement contemplated hereby or otherwise, then the Manager or such member, as applicable, or such Affiliates causing it or such member to do so, are entitled, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any duty or obligation whatsoever to the Company, any Member or any other Person bound by this Agreement, and the Manager or such member, as applicable, or such Affiliates causing it or such member to do so, shall not, to the fullest extent permitted by law, be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity, and the Person or Persons making such determination or taking or declining to take such other action shall be permitted to do so in their sole discretion.

Standards of Conduct. (a) Whenever Notwithstanding any duty otherwise existing at law or in equity, whenever the Manager Member or any Director or Officer or any person to whom the Member or the Board of Directorsdelegates authority or responsibility pursuant to Section 7 (each, or any committee thereof (including the Audit Committeean “Authorized Delegate”), makes is required or permitted to make a determination decision, take or takes or declines to take any other approve an action, or omit to do any Affiliate of the Manager causes the Manager to do so, in its capacity as the Manager as opposed to in its individual capacity, whether under this Agreement or any other agreement, then, unless another express lesser standard is provided for in this Agreementforegoing, the Manager, the Board of Directors Member or such committee or such Affiliates causing the Manager to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. A determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement, if the Person or Persons making such determination or taking or declining to take such other action subjectively believes that the determination or other action or inaction is in, or not adverse to, the best interests of the Company; provided, however, that if the Board of Directors or the Manager is making a determination or taking or declining to take an action pursuant to clause (ii) or clause (iii) of the first sentence of Section 15.1(b), then in lieu thereof, such determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement if the members of the Board of Directors or the Manager, as applicable, making such determination or taking or declining to take such other action subjectively believe that the determination or other action or inaction meets the standard set forth in clause (ii) or clause (iii) of the first sentence of Section 15.1(b), as applicable. Whenever in this Agreement the Board of Directors, the Manager, the Audit Committee or the Repurchase Committee is permitted or required to make a decision in its “sole discretion” or “discretion” or that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, the Board of Directors, the Manager, the Audit Committee or the Repurchase Committee, as applicable, Authorized Delegate shall be entitled to consider only such interests and factors factors, including its own, as it desires, including the interests of KKR and its Affiliates, and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. When resolving a conflict of interest or a potential conflict of interest, including pursuant to Section 15.1, the Board of Directors or the Audit Committee may consider any factors and other information that the Board of Directors or the Audit Committee, as applicable, determines in its sole discretion to consider. (b) Whenever the Manager or a member of the Board of Directors makes a determination or takes or declines to take any other action, or any of their respective Affiliates causes it or such member to do so, in its or such member’s individual capacity as opposed to in its capacity as Manager or in such member’s capacity as a Director, as applicable, whether under this Agreement or any other agreement contemplated hereby or otherwise, then the Manager or such member, as applicable, or such Affiliates causing it or such member to do so, are entitledand, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any shall have no duty or obligation whatsoever to consider any other interests or factors whatsoever, including any interests of or factors affecting the Company. The provisions of this Agreement, to the Companyextent that they restrict or eliminate the duties of the Member or an Authorized Delegate otherwise existing at law or in equity, any replace such other duties to the greatest extent permitted under applicable law. (b) To the extent that the Member or an Authorized Delegate has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or any other Person person bound by this Agreement, and the Manager Member or such member, as applicable, Authorized Delegate acting in accordance with this Agreement shall not be liable to the Company or such Affiliates causing it other person for its good faith reliance on the provisions of this Agreement. The Member or an Authorized Delegate shall, in the performance of the Member’s or such member to do soAuthorized Delegate’s duties, shall notbe fully protected (including, without limitation, to the fullest full extent permitted by law, be required to act provided under Section 18-406 of the Act) in relying in good faith upon the records of the Company and upon such information, opinions, reports or pursuant statements presented to the Company by any of the Officers, employees of the Company, or Authorized Delegates, or by any other standard imposed by this Agreement, person as to matters that the Member or such Authorized Delegate reasonably believes are within such other person’s professional or expert competence. Neither the Member nor any other agreement contemplated hereby or under Authorized Delegate shall be liable to the Act Company or any other lawperson bound by this Agreement for any loss, rule damage or regulation claim incurred by reason of any act or at equityomission performed or omitted by such Member in its capacity as manager or member or by an Authorized Delegate in its official capacity, and the Person except that a Member or Persons making such determination or taking or declining to take such other action Authorized Delegate shall be permitted to do so in their sole discretionliable for any such loss, damage or claim incurred by reason of such Member’s or Authorized Delegate’s gross negligence, actual fraud or willful misconduct.

Standards of Conduct. (a) Whenever the Manager or the Board of Directors, or any committee thereof (including the Audit Committee), makes a determination or takes or declines to take any other action, or any Affiliate of the Manager causes the Manager to do so, in its capacity as the Manager as opposed to in its individual capacity, whether under this Agreement or any other agreement, then, unless another express lesser standard is provided for in this Agreement, the Manager, the Board of Directors or such committee or such Affiliates causing the Manager to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity, other than any non-waivable fiduciary duty imposed on the Manager by the Investment Advisers Act of 1940, as amended, the application of which duty to the Manager’s investment advisory services to the Company shall be shaped by this Agreement, including the good faith standard set forth in this Section 15.2(a), and the Management Agreement. A determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement, if the Person or Persons making such determination or taking or declining to take such other action subjectively believes that the determination or other action or inaction is in, or not adverse to, the best interests of the Company; provided, however, that if the Board of Directors or the Manager is making a determination or taking or declining to take an action pursuant to clause (ii) or clause (iii) of the first sentence of Section 15.1(b), then in lieu thereof, such determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement if the members of the Board of Directors or the Manager, as applicable, making such determination or taking or declining to take such other action subjectively believe that the determination or other action or inaction meets the standard set forth in clause (ii) or clause (iii) of the first sentence of Section 15.1(b), as applicable. Whenever Without limiting the foregoing, whenever in this Agreement the Board of Directors, the Manager, Manager or the Audit Committee or the Repurchase Committee is permitted or required to make a decision in its “sole discretion” or “discretion” or that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, the Board of Directors, the Manager, the Audit Committee Independent Directors or the Repurchase Audit Committee, as applicable, shall be entitled to consider only such interests and factors as it desires, including the interests of KKR EQT and its Affiliates, may decide for any reason or no reason, and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity, other than any non-waivable fiduciary duty imposed on the Manager by the Investment Advisers Act of 1940, as amended. When resolving resolving, or taking a course of action with respect to, a conflict of interest or a potential conflict of interest, including pursuant to Section 15.1, the Board of Directors, the Manager, the Independent Directors or the Audit Committee may consider any factors and other information that the Board of Directors, the Manager, the Independent Directors or the Audit Committee, as applicable, determines in its sole discretion to consider. (b) Whenever the Manager or a member of the Board of Directors makes a determination or takes or declines to take any other action, or any of their respective Affiliates causes it or such member to do so, in its or such member’s individual capacity as opposed to in its capacity as Manager or in such member’s capacity as a Director, as applicable, whether under this Agreement or any other agreement contemplated hereby or otherwise, then the Manager or such member, as applicable, or such Affiliates causing it or such member to do so, are entitled, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any duty or obligation whatsoever to the Company, any Member or any other Person bound by this Agreement, and the Manager or such member, as applicable, or such Affiliates causing it or such member to do so, shall not, to the fullest extent permitted by law, be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity, and the Person or Persons making such determination or taking or declining to take such other action shall be permitted to do so in their sole discretion.

Standards of Conduct. (a) Whenever the Operating Manager or the Board of Directors, or any committee thereof (including the Audit Committee), makes a determination or takes or declines to take any other action, or any Affiliate of the Operating Manager causes the Operating Manager to do so, in its capacity as the Operating Manager as opposed to in its individual capacity, whether under this Agreement or any other agreement, then, unless another express lesser standard is provided for in this Agreement, the Operating Manager, the Board of Directors or such committee or such Affiliates causing the Operating Manager to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. A determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement, if the Person or Persons making such determination or taking or declining to take such other action subjectively believes that the determination or other action or inaction is in, or not adverse to, the best interests of the CompanyCompany or the applicable Series, as applicable; provided, however, that if the Board of Directors or the Operating Manager is making a determination or taking or declining to take an action pursuant to clause (ii) or clause (iii) of the first sentence of Section 15.1(b)15.1, then in lieu thereof, such determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement if the members of the Board of Directors or the Manager, as applicable, Operating Manager making such determination or taking or declining to take such other action subjectively believe that the determination or other action or inaction meets the standard set forth in clause (ii) or clause (iii) of the first sentence of Section 15.1(b)15.1, as applicable. Whenever in this Agreement the Board of Directors, the Manager, the Audit Committee or the Repurchase Committee is permitted or required to make a decision in its “sole discretion” or “discretion” or that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, the Board of Directors, the Manager, the Audit Committee or the Repurchase Committee, as applicable, shall be entitled to consider only such interests and factors as it desires, including the interests of KKR and its Affiliates, and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. When resolving a conflict of interest or a potential conflict of interest, including pursuant to Section 15.1, the Board of Directors or the Audit Committee may consider any factors and other information that the Board of Directors or the Audit Committee, as applicable, determines in its sole discretion to consider. (b) Whenever the Operating Manager or a member of the Board of Directors makes its directors, officers, employees or affiliates make a determination or takes take or declines decline to take any other action, or any of their respective its Affiliates causes it or such member to do so, in its or such member’s their individual capacity as opposed to in its their capacity as the Operating Manager or in such member’s capacity as a Director, as applicabledirectors or other employees of the Operating Manager, whether under this Agreement or any other agreement contemplated hereby or otherwise, then the Operating Manager or such memberits directors, as applicableofficers, employees or affiliates, or such Affiliates causing it or such member to do so, are entitled, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any duty or obligation whatsoever to the Company, the Series, any Member Member, any Shareholder or any other Person bound by this Agreement, and the Manager directors or such member, as applicableemployees of the Operating Manager, or such Affiliates causing it or such member to do so, shall not, to the fullest extent permitted by law, be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity, and the Person or Persons making such determination or taking or declining to take such other action shall be permitted to do so in their sole and absolute discretion.

Standards of Conduct. (a) Whenever the Manager or the Board of Directors, or any committee thereof (including the Audit Committee), makes a determination or takes or declines to take any other action, or any Affiliate of the Manager causes the Manager to do so, in its capacity as the Manager as opposed to in its individual capacity, whether under this Agreement or any other agreement, then, unless another express lesser standard is provided for in this Agreement, the Manager, the Board of Directors or such committee or such Affiliates causing the Manager to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. A determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement, if the Person or Persons making such determination or taking or declining to take such other action subjectively believes that the determination or other action or inaction is in, or not adverse to, the best interests of the Company; provided, however, that if the Board of Directors or the Manager is making a determination or taking or declining to take an action pursuant to clause (ii) or clause (iii) of the first sentence of Section 15.1(b)15.1, then in lieu thereof, such determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement if the members of the Board of Directors or the Manager, as applicable, making such determination or taking or declining to take such other action subjectively believe that the determination or other action or inaction meets the standard set forth in clause (ii) or clause (iii) of the first sentence of Section 15.1(b)15.1, as applicable. Whenever in this Agreement the Board of Directors, the Manager, or the Audit Committee or the Repurchase Committee is permitted or required to make a decision in its “sole discretion” or “discretion” or that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, the Board of Directors, the Manager, Manager or the Audit Committee or the Repurchase Committee, as applicable, shall be entitled to consider only such interests and factors as it desires, including the interests of KKR and its Affiliates, and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. When resolving a conflict of interest or a potential conflict of interest, including pursuant to Section 15.1, the Board of Directors or the Audit Committee may consider any factors and other information that the Board of Directors or the Audit Committee, as applicable, determines in its sole discretion to consider. (b) Whenever the Manager or a member of the Board of Directors makes a determination or takes or declines to take any other action, or any of their respective Affiliates causes it or such member to do so, in its or such member’s individual capacity as opposed to in its capacity as Manager or in such member’s capacity as a Director, as applicable, whether under this Agreement or any other agreement contemplated hereby or otherwise, then the Manager or such member, as applicable, or such Affiliates causing it or such member to do so, are entitled, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any duty or obligation whatsoever to the Company, any Member or any other Person bound by this Agreement, and the Manager or such member, as applicable, or such Affiliates causing it or such member to do so, shall not, to the fullest extent permitted by law, be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity, and the Person or Persons making such determination or taking or declining to take such other action shall be permitted to do so in their sole discretion.

Standards of Conduct. (a) Whenever the Manager or the Board of Directors, or any committee thereof (including the Audit Committee and the Repurchase Committee), makes a determination or takes or declines to take any other action, or any Affiliate of the Manager causes the Manager to do so, in its capacity as the Manager as opposed to in its individual capacity, whether under this Agreement or any other agreement, then, unless another express lesser standard is provided for in this Agreement, the Manager, the Board of Directors or such committee or such Affiliates causing the Manager to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. A determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement, if the Person or Persons making such determination or taking or declining to take such other action subjectively believes that the determination or other action or inaction is in, or not adverse to, the best interests of the Company; provided, however, that if the Board of Directors or the Manager is making a determination or taking or declining to take an action pursuant to clause (ii) or clause (iii) of the first sentence of Section 15.1(b)15.1, then in lieu thereof, such determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement if the members of the Board of Directors or the Manager, as applicable, making such determination or taking or declining to take such other action subjectively believe that the determination or other action or inaction meets the standard set forth in clause (ii) or clause (iii) of the first sentence of Section 15.1(b)15.1, as applicable. Whenever in this Agreement the Board of Directors, the Manager, the Audit Committee or the Repurchase Committee is permitted or required to make a decision in its “sole discretion” or “discretion” or that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, the Board of Directors, the Manager, the Audit Committee or the Repurchase Committee, as applicable, shall be entitled to consider only such interests and factors as it desires, including the interests of KKR and its Affiliates, and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. When resolving a conflict of interest or a potential conflict of interest, including pursuant to Section 15.1, the Board of Directors Directors, the Audit Committee or the Audit Repurchase Committee may consider any factors and other information that the Board of Directors Directors, the Audit Committee or the Audit Repurchase Committee, as applicable, determines in its sole discretion to consider. (b) Whenever the Manager or a member of the Board of Directors makes a determination or takes or declines to take any other action, or any of their respective Affiliates causes it or such member to do so, in its or such member’s individual capacity as opposed to in its capacity as Manager or in such member’s capacity as a Director, as applicable, whether under this Agreement or any other agreement contemplated hereby or otherwise, then the Manager or such member, as applicable, or such Affiliates causing it or such member to do so, are entitled, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any duty or obligation whatsoever to the Company, any Member or any other Person bound by this Agreement, and the Manager or such member, as applicable, or such Affiliates causing it or such member to do so, shall not, to the fullest extent permitted by law, be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity, and the Person or Persons making such determination or taking or declining to take such other action shall be permitted to do so in their sole discretion.