Common use of Certain Conflicts of Interest Clause in Contracts

Certain Conflicts of Interest. (a) Subject to compliance with applicable laws and regulations and subject to this Agreement and the Indenture, the Collateral Manager may direct the Trustee to acquire an Asset from, or sell an Asset to, the Collateral Manager, any of its Affiliates or any Client for which the Collateral Manager or any of its Affiliates serves as investment adviser for fair market value; provided that the Collateral Manager shall obtain the Issuer's written consent through the Independent Review Party as provided herein if any such transaction requires the consent of the Issuer under Section 206(3) of the Advisers Act (an “Affiliate Transaction”). (b) With respect to the approval of Affiliate Transactions, the Issuer shall appoint the independent directors of G▇▇▇▇ Capital BDC, Inc., the Issuer’s designated manager, to act on behalf of the Issuer by majority vote (a majority of such directors, the “Independent Review Party”). The Issuer acknowledges that Affiliates of the Collateral Manager may purchase all of the outstanding Class B Notes and acquire all of the Subordinated Notes and Membership Interests and that Clients advised by the Collateral Manager or its Affiliates may acquire the Notes. In certain circumstances, the interests of the Issuer and/or the Holders with respect to matters as to which the Collateral Manager is advising the Issuer may conflict with the interests of the Collateral Manager. The Issuer hereby acknowledges that various potential and actual conflicts of interest do or may exist with respect to the Collateral Manager as described in this Agreement and in the Final Offering Circular; provided that nothing in this Section 5 shall be construed as altering the duties of the Collateral Manager as set forth herein, in the Indenture or under applicable law.

Certain Conflicts of Interest. (a) Subject to compliance with applicable laws and regulations and subject to this Agreement and the Indenture, the Collateral Manager may direct the Trustee to acquire an Asset from, or sell an Asset to, the Collateral Manager, any of its Affiliates (including the Investment Adviser) or any Client for which the Collateral Manager or any of its Affiliates (including the Investment Adviser) serves as investment adviser for fair market value; provided that the Collateral Manager shall obtain the Issuer's written consent through the Independent Review Party as provided herein if any such transaction requires the consent of the Issuer under Section 206(3) of the Advisers Act (an “Affiliate Transaction”). Notwithstanding the foregoing, the Collateral Manager shall not direct the Trustee to sell an Asset (other than Equity Securities) to an Affiliate of the Issuer for a price that is less than the Affiliate Sale Amount. (b) With respect to the approval of Affiliate TransactionsTransactions by the Independent Review Party as provided in Section 5(a), the Issuer shall appoint the TICC Capital’s independent directors of G▇▇▇▇ Capital BDC, Inc., the Issuer’s designated manager, to act on behalf of the Issuer by majority vote (a majority of such directors, the “Independent Review Party”). The Issuer acknowledges that Affiliates of the Collateral Manager may purchase all of the outstanding Class B Notes and acquire all of the Subordinated Notes and Membership Interests and that Clients advised by the Collateral Manager or its Affiliates may acquire the NotesInterests. In certain circumstances, the interests of the Issuer and/or the Holders with respect to matters as to which the Collateral Manager is advising the Issuer may conflict with the interests of the Collateral Manager. The Issuer hereby acknowledges that various potential and actual conflicts of interest do or may exist with respect to the Collateral Manager as described in this Agreement and in the Final Offering Circular; provided that nothing in this Section 5 shall be construed as altering the duties of the Collateral Manager as set forth herein, in the Indenture or under applicable law.

Certain Conflicts of Interest. (a) Subject to compliance with applicable laws and regulations and subject to this Agreement and the Indenture, the Collateral Manager may direct the Trustee to acquire an Asset from, or sell an Asset to, the Collateral Manager, any of its Affiliates (including the Investment Adviser) or any Client for which the Collateral Manager or any of its Affiliates (including the Investment Adviser) serves as investment adviser for fair market value; provided that the Collateral Manager shall obtain the Issuer's ’s written consent through the Independent Review Party as provided herein if any such transaction requires the consent of the Issuer under Section 206(3) of the Advisers Act (an “Affiliate Transaction”). (b) With respect to the approval of Affiliate TransactionsTransactions by the Independent Review Party as provided in Section 5(a), the Issuer shall appoint the independent directors of G▇▇▇▇ Capital BDC, Inc., Issuer’s Independent Manager as the Issuer’s designated manager, to act on behalf of the Issuer by majority vote (a majority of such directors, the “Independent Review Party”). The Issuer acknowledges that Affiliates of the Collateral Manager may purchase all of the outstanding Class B Notes and acquire all of the Subordinated Notes and Membership Interests and that Clients advised by the Collateral Manager or its Affiliates may acquire the NotesInterests. In certain circumstances, the interests of the Issuer and/or the Holders with respect to matters as to which the Collateral Manager is advising the Issuer may conflict with the interests of the Collateral Manager. The Issuer hereby acknowledges that various potential and actual conflicts of interest do or may exist with respect to the Collateral Manager as described in this Agreement and in the Final Offering Circular; provided that nothing in this Section 5 shall be construed as altering the duties of the Collateral Manager as set forth herein, in the Indenture or under applicable law.