Common use of Records; Confidentiality Clause in Contracts

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders and beneficial owners of Notes) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of the Secured Notes or supplying credit estimates on any obligation included in the Assets, (c) 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 a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates or (iii) the rules and regulations of any stock exchange on which the Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its Affiliates’ respective membersduties hereunder, stockholdersunder the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, managersits Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, partnersit is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Issuer, trustees(b) the nature, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where aggregate principal amount and overall performance of the Manager deems disclosure to be necessary for providing its services under this AgreementIssuer’s assets, (c) to appraisers, financing sources and others in the ordinary course amount of earnings on the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Assets, (d) in connection with any governmental or regulatory filings such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or collateralized loan obligations and (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties 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 non-public nature of transactions contemplated by the Confidential Information Indenture, this Agreement and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order related documents and all materials of any court or administrative agency or kind (including opinions and other tax analyses) that are provided to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant them relating to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential U.S. federal income tax treatment will be accorded such informationand U.S. income tax structure. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Holders shall survive not be considered “non-affiliated third parties.” Nothing in this Section 6 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the expiration Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or earlier termination making other disclosures that are protected under the whistleblower provisions of this Agreement for a period of one yearfederal 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 Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the books and records of the Companyhours. The Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where advisors who need to know such Confidential Information for the Manager deems disclosure to be necessary for providing its purpose of rendering services under this Agreementhereunder, (cii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (bi) and (cii) collectively, “Manager Permitted Disclosure Parties”), (diii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company the Company’s stockholders or to potential investors in the Company’s securities, (subject iv) to compliance with Regulation FDgovernmental officials having jurisdiction over the Company, if applicable(v) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (evi) with the consent of the BoardCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct to direct such Persons to treat such Confidential Information in accordance with the Manager Permitted Disclosure Parties to keep such information confidentialterms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager (not resulting from the Manager; ’s violation of this Section 5), (B) is released in writing by the Company to the public or to Persons persons who are not under similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager from a third third-party thatwhich, to the best of the Manager’s knowledge, has does not breached constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, information about the Company’s policies, procedures and investment portfolio (other than investments in which the Company and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes of the Manager’s obligations pursuant to this Section 5.

Records; Confidentiality. The Manager Advisor shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company at any time from time to time during normal business hours upon reasonable advance noticehours. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager Advisor shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, agents or representatives or advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure PartiesRepresentatives”), (d) in connection with any governmental who need to know such Confidential Information for the purpose of rendering services hereunder or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the BoardCompany. The Manager Advisor agrees to inform each of its Manager Permitted Disclosure Parties Representatives of the non-public nature of the Confidential Information and instruct to direct such Persons to treat such Confidential Information in accordance with the Manager Permitted Disclosure Parties to keep such information confidentialterms hereof. Nothing herein shall prevent the Manager Advisor from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, that the Manager Advisor will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, seek an appropriate protective order and/or waive the ManagerAdvisor’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is Advisor is, in the opinion of counsel, required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager Advisor may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, Advisor agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; Advisor, (B) is released in writing by the Company to the public or to Persons persons who are not under similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager Advisor from a third third-party that, to the best without breach by such third-party of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Manager Advisor shall maintain appropriate books of accounts and records relating to services performed hereunderunder this Agreement, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager Advisor shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) under this Agreement and shall not disclose any such information (or use Confidential Information the same except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, Agreement) to any Person other than to (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, representatives or advisors, in each case, where accountants and other professional advisors to the Manager deems disclosure to be necessary for providing its services under this Agreement, Company; (civ) to appraisers, financing sources and others in the ordinary course of the Company’s business business; (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dvi) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors the Company’s stockholders or prospective stockholders; (subject to compliance with Regulation FD, if applicablevii) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent as required by applicable laws law or regulations, legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (ii) upon the request or demand of any governmental or regulatory agency or authority, (iiiviii) to the extent reasonably required in connection with to perform the exercise of any remedy hereunder, services under this Agreement; or (ivix) to its legal counsel or independent auditors; provided, however, the extent such information is otherwise publicly available. The foregoing shall not apply to information that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, has previously become publicly available through the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry actions of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source Person other than the Manager; (B) is released by Advisor not resulting from the Company to the public or to Persons who are not under similar obligation Advisor’s violation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosedthis Section 6. The provisions of this Section 5 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives a representative of the Company Issuer, the Trustee, the Holders of the Class A Notes, the Collateral Administrator and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Section 10.7 of the Indenture at any time from time to time during the Collateral Manager’s normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except (i) with the prior written consent of the Issuer, (ii) in furtherance connection with establishing trading or investment accounts or otherwise in connection with effecting transactions on behalf of its duties under this Agreement the Issuer, (iii) as required by law, regulation, court order, organizational document or disclose Confidential Informationthe rules or regulations of any self-regulating organization, in whole body or in partofficial having jurisdiction over the Collateral Manager, to any Person other than (aiv) to its Affiliatesprofessional advisers, (bv) information relating to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where performance of the Collateral as may be used by the Collateral Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a)its business, (bvi) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that was or is legally required without liability hereunderobtained by the Collateral Manager on a non-confidential basis; provided, that the Collateral Manager agreesdoes not know or have reason to know of any breach by such source of any confidentiality obligations with respect thereto, subject (vii) such information as may be necessary or desirable in order for the Collateral Manager to reimbursement prepare, publish and distribute to any Person any information relating to the investment performance of the Collateral during any period that the Collateral Manager serves as an investment adviser to the Issuer, (viii) to potential buyers in connection with a sale of any of the Class A Notes or any Collateral and (x) such information as shall have been publicly disclosed other than in violation of this Agreement; provided, that notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, each party hereto (and any employee, representative or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the tax structure and tax treatment of the transactions contemplated hereby and by the Company transaction documents and all materials of any kind (including opinions or other tax analysis) that are provided to such party relating to such tax treatment and tax structure. For this purpose, “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein offering and does not include information relating to the contrary, each identity of the following Issuer. For purposes of this Xxxxxxx 0, xxxx of the Issuer, the Holders of the Class A Notes or the Trustee shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a considered “non-affiliated third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearparties.”

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders of the Notes or holders of the Interests) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliateswith the prior written consent of the Issuer, (b) to such information as a Rating Agency shall reasonably request in connection with its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives rating of the Notes or advisors, supplying credit ratings or estimates on any obligation included in each case, where the Manager deems disclosure to be necessary for providing its services under this AgreementAssets, (c) to appraisers, financing sources and others in the ordinary course connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Issuer, (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information as required by (i) upon applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of any court or administrative agency or to the extent required by applicable laws or regulationsits affiliates, (ii) upon the request rules or demand regulations of any governmental self-regulating organization, body or regulatory agency official having jurisdiction over the Collateral Manager or authorityany of its affiliates or (iii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the Master Loan Sale Agreement, or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, 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 Issuer, (ii) the nature, aggregate principal amount and overall performance of the Issuer’s Assets, (iii) to the extent reasonably required in connection with amount of earnings on the exercise of any remedy hereunderAssets, or (iv) to its legal counsel or independent auditors; providedsuch other information about the Issuer, howeverthe Assets, that with respect to clauses (i) the Notes and the Interests as is customarily disclosed by managers of collateralized loan obligations and (ii)v) each of its respective employees, it is agreed thatrepresentatives or other agents may disclose to any and all Persons, so long as not legally prohibitedwithout limitation of any kind, the Manager will provide United States federal income tax treatment and United States federal income tax structure of the Company with prompt written notice transactions contemplated by the Indenture, this Agreement and the related documents and all materials of such order, request or demand so any kind (including opinions and other tax analyses) that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required are provided to disclose Confidential Information pursuant them relating to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential United States federal income tax treatment will be accorded such informationand United States income tax structure. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Holders of the Notes and the holders of the Interests shall survive the expiration or earlier termination of this Agreement for a period of one yearnot be considered “non-affiliated third parties.”

Records; Confidentiality. The Investment Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by a representative of the Board Company, Citibank, and independent accountants appointed by legal counsel, auditors and authorized representatives of the Company at any time from time to a mutually agreed time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The At no time will the Investment Manager shall at all reasonable times have access to make a public announcement concerning the books Swap Agreement, the Investment Manager’s role hereunder or any other aspect of the transactions contemplated by this Agreement and records the Swap Agreement absent the written consent of the Company. The Investment Manager shall, and shall cause its Affiliates to, keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where with the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course prior written consent of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon as required by law, regulation, court order or the request rules or demand regulations of any governmental self regulating organization, body or regulatory agency or authorityofficial having jurisdiction over the Investment Manager, (iii) to its professional advisers, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) the extent reasonably required identification of the Company as a client of the Investment Manager, (vi) information related to the performance of the Investment Manager, (vii) information furnished in connection with the exercise of any remedy hereundersuccessor investment manager or assignee, or any agent that has been assigned duties in accordance with this Agreement, or (ivviii) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public was or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Investment Manager from on a non-confidential basis; provided that the Investment Manager does not know or have reason to know, after due inquiry, of any breach by such source of any confidentiality obligations with respect thereto. For purposes of this Xxxxxxx 0, Xxxxxxxx shall in no event be considered a “non-affiliated third party that, party,” and the Investment Manager may disclose any of the aforementioned information to Citibank insofar as such information relates to the best Company’s performance of its obligations under the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearSwap Agreement.

Records; Confidentiality. The Manager Advisor shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance noticehours. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager Advisor shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where advisors who need to know such Confidential Information for the Manager deems disclosure to be necessary for providing its purpose of rendering services under this Agreementhereunder, (cii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (bi) and (cii) collectively, “Manager Advisor Permitted Disclosure Parties”), (diii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD), if applicable(iv) to governmental officials having jurisdiction over the Company, (v) as requested by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party, or (evi) with the consent of the BoardCompany. The Manager Advisor agrees to inform each of its Manager Advisor Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct to obtain agreement from such Persons to treat such Confidential Information in accordance with the Manager Permitted Disclosure Parties to keep such information confidentialterms hereof. Nothing herein shall prevent the Manager Advisor from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager Advisor will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the ManagerAdvisor’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager Advisor is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager Advisor may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, Advisor agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; Advisor, (B) is released in writing by the Company to the public (except to the extent exempt under Regulation FD) or to Persons persons who are not under similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager Advisor from a third party thatwhich, to the best of the ManagerAdvisor’s knowledge, has does not breached constitute a breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure advisors who need to be necessary for providing its services under this Agreementknow such Confidential Information, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD), if applicable(e) to governmental officials having jurisdiction over the Company, (f) as requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party or (eg) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “"Confidential Information”") and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective ' members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure advisors who need to be necessary for providing its services under this Agreementknow such Confidential Information, (c) to appraisers, financing sources and others in the ordinary course of the Company’s 's business ((a), (b) and (c) collectively, “"Manager Permitted Disclosure Parties”"), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD), if applicable(e) to governmental officials having jurisdiction over the Company, (f) as requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party or (eg) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s 's compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s 's knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by a representative of the Board Company, the Counterparty, and independent accountants appointed by legal counsel, auditors and authorized representatives of the Company at any time from time to a mutually agreed time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The At no time will the Collateral Manager shall at all reasonable times have access to make a public announcement concerning the books Global Master Repurchase Agreement, the Collateral Manager’s role hereunder or any other aspect of the transactions contemplated by this Agreement and records the Global Master Repurchase Agreement absent the written consent of the Company. The Collateral Manager shall, and shall cause its affiliates to, keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where with the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course prior written consent of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon as required by law, regulation, court order or the request rules or demand regulations of any governmental self regulating organization, body or regulatory agency or authorityofficial having jurisdiction over the Collateral Manager, (iii) to its professional advisers, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) the extent reasonably required identification of the Company as a client of the Collateral Manager, (vi) information related to the performance of the Collateral Manager, (vii) information furnished in connection with the exercise of any remedy hereundersuccessor collateral manager or assignee, or any agent that has been assigned duties in accordance with this Agreement, or (ivviii) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public was or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Collateral Manager from on a third party thatnon-confidential basis; provided that the Collateral Manager does not know or have reason to know, to the best after due inquiry, of the Manager’s knowledge, has not breached an obligation any breach by such source of confidence any confidentiality obligations with respect to the Confidential Information disclosedthereto. The provisions For purposes of this Section 5 9, the Counterparty shall survive in no event be considered a “non-affiliated third party,” and the expiration or earlier termination Collateral Manager may disclose any of this Agreement for a period the aforementioned information to the Counterparty insofar as such information relates to the Company’s performance of one yearits obligations under the Global Master Repurchase Agreement.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and an authorized representatives representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any time from time to a mutually agreed-upon time during normal business hours and upon reasonable advance prior written notice. The ; provided that the Collateral Manager shall at all reasonable times have not be obligated to provide access to the books and records of the Company. The Manager shall keep confidential any and all non-public informationinformation if the Collateral Manager in good faith or on the advice of legal counsel determines that the disclosure of such information would violate any applicable law, written regulation or oral, contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential all information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in furtherance connection with its rating or evaluation of its duties under this Agreement the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or disclose Confidential Informationthe rules, in whole regulations, or in partrequest of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to any Person time) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (av) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, and employees, consultantsand to its attorneys, agentsaccountants and other professional advisers in conjunction with the transactions described herein, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to (vi) such information as may be necessary or desirable in order for providing its services under this Agreementthe Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Collateral, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dvii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or disclosure in any dispute or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsproceeding related hereto, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iiiviii) to the extent reasonably required in connection with the exercise Trustee and (ix) to Holders and potential purchasers of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearSecurities.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a1) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultantsmembers, agents, accountants, legal counsel, representatives or advisors, in each case, where advisors who need to know such Confidential Information for the Manager deems disclosure to be necessary for providing its purpose of rendering services under this Agreementhereunder, (c2) to appraisers, financing sources and others in the ordinary course of the Company’s and any Subsidiary’s business ((a), (b1) and (c2) collectively, “Manager Permitted Disclosure Parties”), (d3) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors investors, (subject 4) to compliance with Regulation FDgovernmental officials having jurisdiction over the Company, if applicable(5) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (e6) with the consent of the BoardBoard of Directors. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct to direct such Persons to treat such Confidential Information in accordance with the Manager Permitted Disclosure Parties to keep such information confidentialterms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i1) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii2) upon the request or demand of any governmental or regulatory agency or authority, or pursuant to any law or regulation, (iii3) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv4) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i1) and (ii2), it is agreed that, so long as not legally prohibited, that the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is is, in the opinion of counsel, required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. 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) is available to the public from a source other than the Manager; , (B) is released in writing by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager from a third party that, to the best without breach by such third party of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at have full responsibility for the maintenance, care and safekeeping of all reasonable times have access such books of account, records and files (it being understood that services may be provided with respect to the books Company by service providers (e.g., administrators, prime brokers and records of custodians) and so long as such service providers are monitored by the CompanyManager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure advisors who need to be necessary for providing its services under this Agreementknow such Confidential Information, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD), if applicable(e) to governmental officials having jurisdiction over the Company, (f) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, (g) to the extent reasonably required to perform the services under this Agreement or (eh) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation to, any regulatory agency or authorityauthority having jurisdiction over the Manager, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, hereunder or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice within a reasonable period of time of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that that: (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts account, records and records files relating to services performed hereunder, and such books of accounts account, records and records files shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance written notice. The Manager shall at have full responsibility for the maintenance, care and safekeeping of all reasonable times have access such books of account, records and files (it being understood that services may be provided with respect to the books Company by service providers (e.g., administrators, prime brokers and records of custodians) and so long as such service providers are monitored by the CompanyManager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountantsrepresentatives, legal counsel, representatives or advisors, in each case, where advisors of the Manager deems disclosure or its Affiliates who need to be necessary know such Confidential Information for providing its the purpose of rendering services under this Agreementhereunder, (cii) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((a), (bi) and (cii) collectively, “Manager Permitted Disclosure Parties”), (diii) in connection with any governmental or regulatory filings of the Company (including, if required by law, any filings made by Blackstone as a result of its status as a public company) or disclosure or presentations to Company investors (subject to compliance with Regulation FD), if applicable(iv) to governmental officials having jurisdiction over the Company, (v) as requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, (vi) to existing or prospective investors in Other Blackstone Funds and their advisors to the extent such persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and nonuse, or (evii) otherwise with the consent of the BoardCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidentialInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice within a reasonable period of time of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; , (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or to Persons persons who are not under similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager from a third third-party thatwhich, to the best of the Manager’s knowledge, has does not breached constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the books and records of the Companyhours. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where advisors who need to know such Confidential Information for the Manager deems disclosure to be necessary for providing its purpose of rendering services under this Agreementhereunder, (cii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (bi) and (cii) collectively, “Manager Permitted Disclosure Parties”), (diii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD), if applicable(iv) to governmental officials having jurisdiction over the Company, (v) as requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (evi) with the consent of the BoardCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct to use commercially reasonable efforts to obtain agreement from such Persons to treat such Confidential Information in accordance with the Manager Permitted Disclosure Parties to keep such information confidentialterms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. 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) is available to the public from a source other than the Manager; , (B) is released in writing by the Company to the public (except to the extent exempt under Regulation FD) or to Persons persons who are not under similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager from a third third-party thatwhich, to the best of the Manager’s knowledge, has does not breached constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 6 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance one Business Day prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of the applicable Class of Secured Notes or in supplying credit estimates on any Collateral Obligation included in the Assets, (c) 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 a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates or (iii) the rules and regulations of any stock exchange on which the Secured Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or accounting advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties who agree to keep such information confidential. Nothing herein , (f) such information as shall prevent have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager from disclosing Confidential Information on a non-confidential basis, (g) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (i) upon general performance information which may be used by the order of any court Collateral Manager, its Affiliates or administrative agency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required their Related Persons in connection with their marketing activities. For purposes of this Section 6, the exercise of any remedy hereunderHolders, or (iv) to its legal counsel or independent auditors; providedthe Trustee, however, that with respect to clauses (i) the Calculation Agent and (ii)the Collateral Administrator shall not be considered “non-affiliated third parties.” Notwithstanding the foregoing, it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Collateral Manager may disclose only (a) that portion it is serving as collateral manager of such information that is legally required the Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, and (d) each of its respective employees, representatives or other agents may disclose to any and all Persons, without liability hereunder; providedlimitation of any kind, that the Manager agrees, subject to reimbursement United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Company of the Manager’s expensesIndenture, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period and the related documents and all materials of one yearany kind (including opinions and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure.

Records; Confidentiality. (a) The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records in accordance with GAAP relating to services performed hereunder, and such books of accounts account and records and the Related Contracts shall be accessible for inspection and copying by the Board and by legal counsel, auditors and authorized representatives of the Company Borrower, the Collateral Agent and the Administrative Agent, or their designees (at the Borrower’s expense, in the case of not more than one inspection during any time from time to time 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 reasonable advance noticeprior notice 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 Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, such information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, any such information to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course third parties that are not Affiliates of the Company’s business Collateral Manager or the Borrower except ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (ei) with the prior written consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsBorrower, (ii) upon such information as the Rating Agency shall request in connection with the rating of the Loans and Collateral Loans or demand of any governmental or regulatory agency or authorityCredit Estimate, (iii) to as required by law, regulation, court order, request by a governmental regulatory agency with jurisdiction over the extent reasonably required in connection with Collateral Manager or the exercise rules or regulations of any remedy hereunderself-regulating organization, body or official having jurisdiction over the Collateral Manager or as required by the rules and regulations of any stock exchange on which the Loans may be listed, (iv) to its legal counsel shareholders and its professional advisors, (v) as expressly permitted in the Credit Agreement or independent auditors; providedin any other Loan Document, however, that with respect (vi) to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance extent necessary in connection with the provisions 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 violation of this Agreement. IfFor purposes of this Section 6, failing the entry of a protective order Lenders, prospective Lenders, the Administrative Agent, or the receipt Collateral Agent shall in no event be considered “third parties that are not Affiliates of a waiver hereunderthe Collateral Manager or the Borrower.” Notwithstanding anything to the contrary herein, the Collateral Manager is required and its Affiliates shall have the right to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Collateral Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence performance with respect to the Confidential Information disclosed. The provisions Collateral owned by the Borrower from time to time in connection with the marketing of this Section 5 shall survive other portfolios, funds and accounts managed or to be managed by the expiration Collateral Manager or earlier termination any of this Agreement for a period of one yearits Affiliates.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the books and records of the Companyhours. The Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where advisors who need to know such Confidential Information for the Manager deems disclosure to be necessary for providing its purpose of rendering services under this Agreementhereunder, (cii) to appraisers, financing sources and others in the ordinary course of the Company’s 's business ((a), (bi) and (cii) collectively, “Manager Permitted Disclosure Parties”), (diii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company the Company’s stockholders or to potential investors in the Company’s securities, (subject iv) to compliance with Regulation FDgovernmental officials having jurisdiction over the Company, if applicable(v) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (evi) with the consent of the BoardCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct to direct such Persons to treat such Confidential Information in accordance with the Manager Permitted Disclosure Parties to keep such information confidentialterms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s 's compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager (not resulting from the Manager; ’s violation of this Section 5), (B) is released in writing by the Company to the public or to Persons persons who are not under similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager from a third third-party thatwhich, to the best of the Manager’s 's knowledge, has does not breached constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, information about the Company’s policies, procedures and investment portfolio (other than investments in which the Company and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes of the Manager’s obligations pursuant to this Section 5.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a1) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, trustees, employees, consultantsmembers, agents, accountants, legal counsel, representatives or advisors, in each case, where advisors who need to know such Confidential Information for the Manager deems disclosure to be necessary for providing its purpose of rendering services under this Agreementhereunder, (c2) to appraisers, financing sources and others in the ordinary course of the Company’s and any Subsidiary’s business ((a), (b1) and (c2) collectively, “Manager Permitted Disclosure Parties”), (d3) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors (subject to compliance with Regulation FD), if applicable(4) to governmental officials having jurisdiction over the Company, (5) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (e6) with the consent of the BoardBoard of Directors. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct to direct such Persons to treat such Confidential Information in accordance with the Manager Permitted Disclosure Parties to keep such information confidentialterms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i1) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii2) upon the request or demand of of, or pursuant to any governmental law or regulation of, any regulatory agency or authority, (iii3) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv4) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i1) and (ii)2) of this sentence, it is agreed that, so long as not legally prohibited, the Manager will provide the Company and the Operating Partnership with prompt written notice of such order, request or demand so that the Company and the Operating Partnership may seek, at its sole expense, seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is is, in the opinion of counsel, required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. 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) is available to the public from a source other than the Manager; , (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or to Persons who are not under a similar obligation of confidentiality to the Company; Company and the Subsidiaries, or (C) is obtained by the Manager from a third party thatwhich, to the best of the Manager’s knowledge, has does not breached constitute a breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders of the Notes or Holders of the Interests) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliateswith the prior written consent of the Issuer, (b) to such information as any Rating Agency shall reasonably request in connection with its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives rating of the Notes or advisors, supplying credit ratings or estimates on any obligation included in each case, where the Manager deems disclosure to be necessary for providing its services under this AgreementAssets, (c) to appraisers, financing sources and others in the ordinary course connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Issuer, (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information as required by (i) upon applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of any court or administrative agency or to the extent required by applicable laws or regulationsits affiliates, (ii) upon the request rules or demand regulations of any governmental self-regulating organization, body or regulatory agency official having jurisdiction over the Collateral Manager or authority, any of its affiliates or (iii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the extent reasonably required Master Loan Sale Agreement, or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its affiliates or Owners in connection with their marketing activities. Notwithstanding the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii)foregoing, it is agreed that, so long as not legally prohibited, that (i) the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Collateral Manager may disclose only (1) that portion of such information that it is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company serving as collateral manager of the ManagerIssuer, (2) the nature, aggregate principal amount and overall performance of the Issuer’s expensesAssets, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded (3) the amount of earnings on the Assets, and (4) such information. Notwithstanding anything herein to other information about the contraryIssuer, the Assets, the Notes and the Interests as is customarily disclosed by managers of collateralized loan obligations, and (2) each of the following shall be deemed Collateral Manager’s respective employees, representatives or other agents may disclose to be excluded from provisions hereof: any Confidential Information that (A) is available to and all Persons, without limitation of any kind, the public from a source other than United States federal income tax treatment and United States federal income tax structure of the Manager; (B) is released transactions contemplated by the Company Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the public or them relating to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosedsuch United States federal income tax treatment and United States income tax structure. The provisions For purposes of this Section 5 6, the Holders of the Notes and the Holders of the Interests shall survive the expiration or earlier termination of this Agreement for a period of one yearnot be considered “non-affiliated third parties.”

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where advisors who need to know such Confidential Information for the Manager deems disclosure to be necessary for providing its purpose of rendering services under this Agreementhereunder, (cii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (bi) and (cii) collectively, “Manager Permitted Disclosure Parties”), (diii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors investors, (subject iv) to compliance with Regulation FDgovernmental officials having jurisdiction over the Company; (v) to its legal counsel or independent auditors, if applicable(vi) as requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (evii) with the consent of the BoardCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct to obtain agreement from such Persons to treat such Confidential Information in accordance with the Manager Permitted Disclosure Parties to keep such information confidentialterms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to having jurisdiction over the extent required by applicable laws or regulations, Company (ii) upon the request or demand of of, or pursuant to any governmental law or regulation, any regulatory agency or authority, or (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses clause (i) and (ii), it is agreed that, so long as it is reasonably practicable under the circumstances and not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, provided that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; Manager and other than a Person that received such Confidential Information in violation of this Agreement, (B) is released in writing by the Company to the public or to Persons persons who are not under similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager from a third third-party thatwhich, to the best of the Manager’s knowledge, has does not breached constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts account, records and records files relating to services performed hereunder, and such books of accounts account, records and records files shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance written notice. The Manager shall at have full responsibility for the maintenance, care and safekeeping of all reasonable times have access such books of account, records and files (it being understood that services may be provided with respect to the books Company by service providers (for example, administrators, prime brokers and records of custodians) and so long as such service providers are monitored by the CompanyManager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountantsrepresentatives, legal counsel, representatives or advisors, in each case, where advisors of the Manager deems disclosure or its Affiliates who need to be necessary know such Confidential Information for providing its the purpose of rendering services under this Agreementhereunder, (cii) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((a), (bi) and (cii) collectively, “Manager Permitted Disclosure Parties”), (diii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD), if applicable(iv) to governmental officials having jurisdiction over the Company, (v) as requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, (vi) to existing or prospective investors in TPG Funds and their advisors to the extent such persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and nonuse, or (evii) otherwise with the consent of the BoardCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidentialInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice within a reasonable period of time of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; , (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or to Persons persons who are not under a similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager from a third third-party thatwhich, to the best of the Manager’s knowledge, has does not breached constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and an authorized representatives representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any time from time to a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice. The ; provided that the Collateral Manager shall at all reasonable times have not be obligated to provide access to the books and records of the Company. The Manager shall keep confidential any and all non-public informationinformation if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, written regulation or oral, contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential all information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in furtherance connection with its rating or evaluation of its duties under this Agreement the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or disclose Confidential Informationthe rules, in whole regulations, or in partrequest of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to any Person time) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (av) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, and employees, consultantsand to its attorneys, agentsaccountants and other professional advisers in conjunction with the transactions described herein, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to (vi) such information as may be necessary or desirable in order for providing its services under this Agreementthe Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Collateral, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dvii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or disclosure in any dispute or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsproceeding related hereto, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iiiviii) to the extent reasonably required in connection with the exercise Trustee and (ix) to Holders and potential purchasers of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearSecurities.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunderunder this Agreement, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at Company acknowledges that all reasonable times have access to the books and records of its officers are also employees of the CompanyManager or of its owners (including Affiliates of the Advisor and the Sub-Advisors) and as such may receive information in connection with their various positions. The Manager shall keep confidential any and all information (including any confidential and non-public informationinformation about the Advisor, written the Sub-Advisors, the Consultant or oral, their respective Affiliates) obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) under this Agreement and shall not disclose any such information or use Confidential Information the same, except in furtherance of its the Manager’s duties under this Agreement or disclose Confidential Information, in whole or in partAgreement, to any Person other than unaffiliated third parties except: (ai) with the prior written consent of the Board of Directors or with respect to confidential and non-public information relating to the Advisor, a Sub-Advisor, the Consultant or their respective Affiliates, with the prior written consent of such party as appropriate; (ii) to its Affiliatesthe Advisor, (b) to its and its Affiliates’ respective membersany Sub-Advisor, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountantsthe Consultant, legal counsel, representatives or advisors, accountants and other professional advisors retained in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, connection with Company business; (ciii) to appraisers, financing sources sources, partners, shareholders, employees, officers, directors and members of the Manager, the Company and their Affiliates and others in the ordinary course of the Company’s business and the Subsidiaries’ business; (iv) to governmental agencies or officials having jurisdiction over the Company or any Subsidiary; (a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dv) in connection with any governmental or regulatory filings of the Company or any Subsidiary, or disclosure or presentations to Company investors investors; (subject vi) as required by law or legal process to compliance with Regulation FD, if applicable) which the Manager or any Person to whom disclosure is permitted hereunder is a party; (evii) with the written consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information Company; or (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iiiviii) to the extent reasonably required in connection with such information is otherwise publicly available through the exercise actions of any remedy hereunder, or (iv) to its legal counsel or independent auditorsa Person other than the Manager not resulting from the Manager’s violation of this Section 6; provided, however, however that with respect to clauses (iiv), (v) and (iivi), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandinformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 6 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any holders and beneficial owners of the Notes) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliateswith the prior written consent of the Issuer, (b) to such information as the Rating Agencies shall reasonably request in connection with its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives rating of the Notes or advisors, supplying credit estimates on any obligation included in each case, where the Manager deems disclosure to be necessary for providing its services under this AgreementAssets, (c) to appraisers, financing sources and others in the ordinary course connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business Issuer, (d) as required by (ai) applicable law, regulation, court order, 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 self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its affiliates, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (bf) and (c) collectively, “such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager Permitted Disclosure Parties”)on a non-confidential basis, (dg) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (i) in connection with any governmental or regulatory filings of filing that the Company or disclosure or presentations Collateral Manager is required to Company investors (subject to compliance with Regulation FD, if applicable) make or (ej) with general performance information which may be used by the consent of the Board. The Manager agrees to inform each of Collateral Manager, its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court affiliates or administrative agency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required Owners in connection with their marketing activities. Notwithstanding the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii)foregoing, it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Collateral Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) that it is available to serving as collateral manager of the public from a source other than the Manager; Issuer, (B) is released by the Company to nature, aggregate principal amount and overall performance of the public or to Persons who are not under similar obligation of confidentiality to the Company; or Assets, (C) the amount of earnings on the Assets, (D) such other information about the Issuer, the Assets and the Notes as is obtained customarily disclosed by managers of collateralized loan obligations and (E) each of its respective employees, representatives or other 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 Manager from a third party thatIndenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. Nothing in this Agreement prohibits the best reporting of possible violations of state or federal law or regulation to or otherwise responding to or cooperating with an investigation by any governmental agency or entity, including the Manager’s knowledgeDepartment of Justice, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of this Section 5 shall survive the expiration federal, state or earlier termination of this Agreement for a period of one yearlocal law or regulation.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Section 10.12 of the Indenture at any time from time to time during normal business hours and upon not less than 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. If requested by any of the Holders of the Class A-1 Notes, the Collateral Manager shall participate in a meeting with the Holders of the Class A-1 Notes once during each fiscal year of the Collateral Manager, to be held at a location in New York City and at a time reasonably determined by the Collateral Manager; provided that such meeting shall be combined with any meeting that is held pursuant to Section 11(b) of the Sub-Collateral Management Agreement dated September 29, 2016 between the Collateral Manager and Xxxxxxxx Capital Advisers LLC (the “Sub-Collateral Management Agreement”) such that no more than one such meeting under this Agreement and the Sub-Collateral Management Agreement shall be held during any fiscal year of the Collateral Manager. If requested by any of the Holders of the Class A-1 Notes, the Collateral Manager shall (i) make requests of Xxxxxxxx Capital Advisers LLC, as sub-adviser under the Sub-Collateral Management Agreement (the “Sub-Adviser”), which the Collateral Manager is permitted to make pursuant to Section 11 of the Sub-Collateral Management Agreement and (ii) use commercially reasonable advance noticeefforts to cause the Sub-Adviser to comply with its duties and covenants specified in Section 11 of the Sub-Collateral Management Agreement, in each case, on the terms (and in accordance with the conditions) specified therein. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as S&P shall reasonably request in connection with its rating of the Secured Notes or in supplying credit estimates on any Collateral Obligation included in the Assets, (c) 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 a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates or (iii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its Affiliates’ 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 connection with their marketing activities. For purposes of this Section 6, the Holders, the Trustee, the Calculation Agent and the Collateral Administrator shall not be considered “non-affiliated third parties.” Notwithstanding the foregoing, it is agreed that the Collateral Manager (and with respect to clause (e) of this sentence, each of its respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisorsother agents) may disclose (a) that it is serving as collateral manager of the Issuer, in each case(b) the nature, where aggregate principal amount and overall performance of the Manager deems disclosure to be necessary for providing its services under this AgreementIssuer’s assets, (c) to appraisers, financing sources and others in the ordinary course amount of earnings on the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Assets, (d) in connection with any governmental or regulatory filings such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or collateralized loan obligations and (e) with to any and all Persons, without limitation of any kind, the consent United States federal income tax treatment and United States federal income tax structure of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of transactions contemplated by the non-public nature of Indenture, this Agreement and the Confidential Information related documents and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order all materials of any court or administrative agency or kind (including opinions and other tax analyses) that are provided to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant them relating to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential United States federal income tax treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearand United States income tax structure.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and an authorized representatives representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any time from time to a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice. The ; provided that the Collateral Manager shall at all reasonable times have not be obligated to provide access to the books and records of the Company. The Manager shall keep confidential any and all non-public informationinformation if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, written regulation or oral, contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential all information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in furtherance connection with its rating or evaluation of its duties under this Agreement the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or disclose Confidential Informationthe rules, in whole regulations, or in partrequest of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to any Person time) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (av) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultantsaffiliates, agentsprospective and current investors, accountantsfunding sources, legal counselprospective loan purchasers, representatives or advisorsand to its attorneys, accountants and other professional advisers in each caseconjunction with the transactions described herein, where the Manager deems disclosure to (vi) such information as may be necessary or desirable in order for providing its services under this Agreementthe Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Collateral, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dvii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or disclosure in any dispute or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsproceeding related hereto, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iiiviii) to the extent reasonably required in connection with the exercise Trustee and (ix) to Holders and potential purchasers of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearSecurities.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the books and records of the Companyhours. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where advisors who need to know such Confidential Information for the Manager deems disclosure to be necessary for providing its purpose of rendering services under this Agreementhereunder, (cii) to appraisers, financing sources sources, advisors and others in the ordinary course of the Company’s business ((a), (bi) and (cii) collectively, “Manager Permitted Disclosure Parties”)) , (diii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors investors, (subject iv) to compliance with Regulation FDgovernmental officials having jurisdiction over the Company, if applicable(v) as requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (evi) with the consent of the BoardCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct to direct such Persons to treat such Confidential Information in accordance with the Manager Permitted Disclosure Parties to keep such information confidentialterms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of any governmental or regulatory agency or authority, or pursuant to any law or regulation, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, that the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, seek an appropriate protective order and/or waive the Manager’s 's compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is is, in the opinion of counsel, required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; , (B) is released in writing by the Company to the public or to Persons persons who are not under similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager from a third third-party that, to the best without breach by such third-party of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives a representative of the Company Issuer, the Trustee, the Initial Purchaser and the Independent accountants appointed pursuant to Section 10.9 of the Indenture and as otherwise required under Rule 144A at any time from time to time during the Collateral Manager’s normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The ; provided that the Collateral Manager shall at all reasonable times have 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 CompanyIssuer. The Manager shall keep confidential Notwithstanding anything in this Agreement or the Indenture to the contrary, the Collateral Manager, the Issuer, the Trustee, the Fiscal Agent, the Initial Purchaser and the Holders and beneficial owners of the Securities (and each of their respective employees, representatives or other agents) may disclose to any and all non-public informationPersons, written or oralwithout limitation of any kind, obtained by it in connection with the services rendered hereunder U.S. tax treatment and U.S. tax structure (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreementapplicable federal, (cstate or local law) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) transactions contemplated by this Agreement and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order all materials of any court kind (including opinions or administrative agency or other tax analyses) that are provided to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) them relating to such U.S. tax treatment and U.S. tax structure; provided that such U.S. tax treatment and U.S. tax structure shall be kept confidential to the extent reasonably required in connection necessary to comply with the exercise of any remedy hereunder, applicable U.S. federal or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearstate laws.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than 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 Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders and beneficial owners of the Notes) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as S&P shall reasonably request in connection with its rating of the Secured Notes or supplying credit estimates on any obligation included in the Assets, (c) 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 a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates or (iii) the Cayman Islands Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its Affiliates’ respective membersduties hereunder, stockholdersunder the Indenture or any other Transaction Document, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors(h) as expressly permitted in the Final Offering Circular, in each casethe Indenture or in any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, where its Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager deems disclosure to be necessary for providing its services under this Agreementmay disclose (a) that it is serving as collateral manager of the Issuer, (b) the nature, aggregate principal amount and overall performance of the Assets, (c) to appraisers, financing sources and others in the ordinary course amount of earnings on the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Assets, (d) in connection with any governmental or regulatory filings such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or collateralized loan obligations and (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties respective employees, representatives or other 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 non-public nature of transactions contemplated by the Confidential Information Indenture, this Agreement and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order related documents and all materials of any court or administrative agency or kind (including opinions and other tax analyses) that are provided to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant them relating to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential United States federal income tax treatment will be accorded such informationand United States income tax structure. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Holders and beneficial owners of the Notes shall survive the expiration or earlier termination of this Agreement for a period of one yearnot be considered “non-affiliated third parties.”

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Collateral Agent, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders and beneficial owners of Debt) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of the Secured Debt or supplying credit estimates on any obligation included in the Assets, (c) 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 a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates or (iii) the rules and regulations of any stock exchange on which the Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its Affiliates’ respective membersduties hereunder, stockholdersunder the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, managersits Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, partnersit is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Issuer, trustees(b) the nature, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where aggregate principal amount and overall performance of the Manager deems disclosure to be necessary for providing its services under this AgreementIssuer’s assets, (c) to appraisers, financing sources and others in the ordinary course amount of earnings on the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Assets, (d) in connection with any governmental or regulatory filings such other information about the Issuer, the Assets and the Debt as is customarily disclosed by managers of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or collateralized loan obligations and (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties 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 non-public nature of transactions contemplated by the Confidential Information Indenture, this Agreement and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order related documents and all materials of any court or administrative agency or kind (including opinions and other tax analyses) that are provided to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant them relating to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential U.S. federal income tax treatment will be accorded such informationand U.S. income tax structure. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Holders shall survive not be considered “non-affiliated third parties.” Nothing in this Section 6 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the expiration Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or earlier termination making other disclosures that are protected under the whistleblower provisions of this Agreement for a period of one yearfederal 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 Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Borrower, the Administrative Agent and Subordinated Lenders at any time from time to time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding the Administrative Agent, the Lenders and the Subordinated Lenders) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where with the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course prior written consent of the Company’s business Borrower and the Administrative Agent ((awhich consent shall not be unreasonably withheld), (b) and such information as a rating agency shall reasonably request in connection with its rating of the securities issued in the CLO Transaction or supplying credit estimates on any obligation included in the Warehouse Assets, (c) collectively, “Manager Permitted Disclosure Parties”)in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Borrower, (d) as required by (i) applicable law, regulation, court order, 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 self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Credit Agreement or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Credit Agreement or any other Credit Document, (h) as expressly permitted in the Credit Agreement or any other Credit Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with any governmental or regulatory filings of their marketing activities. Notwithstanding the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii)foregoing, it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Collateral Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) that it is available to serving as collateral manager of the public from a source other than the Manager; Borrower, (B) is released by the Company to nature, aggregate principal amount and overall performance of the public or to Persons who are not under similar obligation of confidentiality to the Company; or Warehouse Assets, (C) the amount of earnings on the Warehouse Assets, (D) such other information about the Borrower and the Warehouse Assets as is obtained customarily disclosed by managers of similar transactions and (E) each of its 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 Manager from a third party thatCredit Agreement, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period and the related documents and all materials of one yearany kind (including opinions and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by a representative of the Board Company, the Administrative Agent, and independent accountants appointed by legal counsel, auditors and authorized representatives of the Company at any time from time to a mutually agreed time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access Subject to the books and records exceptions set forth in the following paragraph, at no time will the Collateral Manager make a public announcement concerning the Transaction Documents, the Collateral Manager’s role hereunder or any other aspect of the Companytransactions contemplated by this Agreement and the Transaction Documents absent the written consent of the Company and the Administrative Agent. The Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where with the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course prior written consent of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon as required by law, regulation, court order or the request rules or demand regulations of any governmental self regulating organization, body or regulatory agency or authorityofficial having jurisdiction over the Collateral Manager, (iii) to its professional advisers, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) the extent reasonably required identification of the Company as a client of the Collateral Manager, (vi) information related to the performance of the Collateral Manager, (vii) information furnished in connection with the exercise of any remedy hereundersuccessor investment manager or assignee, or any agent that has been assigned duties in accordance with this Agreement, or (ivviii) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public was or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Collateral Manager from on a third party thatnon confidential basis; provided that the Collateral Manager does not know or have reason to know, to the best after due inquiry, of the Manager’s knowledge, has not breached an obligation any breach by such source of confidence any confidentiality obligations with respect to the Confidential Information disclosedthereto. The provisions For purposes of this Section 5 10, the Administrative Agent shall survive in no event be considered a “non affiliated third party,” and the expiration or earlier termination Collateral Manager may disclose any of this Agreement for a period of one yearthe aforementioned information to the Administrative Agent insofar as such information relates to Loans under the LSA.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee and the Independent accountants selected by the Collateral Manager on behalf of the Issuer pursuant to Article 10 of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-Affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliateswith the prior written consent of the Issuer, (b) to such information as any Applicable Rating Agency shall reasonably request in connection with its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where rating of the Manager deems disclosure to be necessary for providing its services under this AgreementSecured Notes, (c) to appraisers, financing sources and others in the ordinary course connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Issuer, (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information as required by (i) upon applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order of any court or administrative agency or to the extent required by applicable laws or regulationsCollateral Manager, (ii) upon the request rules or demand regulations of any governmental self-regulating organization, body or regulatory agency official having jurisdiction over the Collateral Manager or authority, (iii) to the extent reasonably required in connection with the exercise rules and regulations of any remedy hereunderstock exchange (including the Cayman Islands Stock Exchange) on which the Notes may be listed, or (ive) to its legal counsel professional advisors (including, without limitation, legal, tax and accounting advisors) or independent auditors; provided, however, that with respect to clauses (if) and (ii)such information as shall have been publicly disclosed other than in violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis. Notwithstanding the foregoing, it is agreed that, so long as not legally prohibited, that (I) the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Collateral Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) that it is available to serving as collateral manager of the public from a source other than the Manager; Issuer, (B) is released by the Company to nature, aggregate principal amount and overall performance of the public or to Persons who are not under similar obligation of confidentiality to the Company; or Issuer’s assets, (C) the amount of earnings on the Issuer’s assets and (D) such other information about the Issuer, the Issuer’s assets and the Notes as is obtained customarily disclosed by managers of collateralized loan obligations and (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 Manager from a third party thatIndenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect them relating to the Confidential Information disclosedsuch U.S. federal income tax treatment and U.S. income tax structure. The provisions For purposes of this Section 5 6, the Holders shall survive the expiration or earlier termination of this Agreement for a period of one yearnot be considered “non-Affiliated third parties.”

Records; Confidentiality. The Manager shall maintain appropriate books of accounts account, records and records files relating to services performed hereunder, and such books of accounts account, records and records files shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance written notice. The Manager shall at have full responsibility for the maintenance, care and safekeeping of all reasonable times have access such books of account, records and files (it being understood that services may be provided with respect to the books Company by service providers (e.g., administrators, prime brokers and records of custodians) and so long as such service providers are monitored by the CompanyManager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountantsrepresentatives, legal counsel, representatives or advisors, in each case, where advisors of the Manager deems disclosure or its Affiliates who need to be necessary know such Confidential Information for providing its the purpose of rendering services under this Agreementhereunder, (cii) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((a), (bi) and (cii) collectively, “Manager Permitted Disclosure Parties”), (diii) in connection with any governmental or regulatory filings of the Company (including, if required by law, any filings made by Blackstone as a result of its status as a public company) or disclosure or presentations to Company investors (subject to compliance with Regulation FD), if applicable(iv) to governmental officials having jurisdiction over the Company, (v) as requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, (vi) to existing or prospective investors in Blackstone Accounts and their advisors to the extent such persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and nonuse, or (evii) otherwise with the consent of the BoardCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidentialInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice within a reasonable period of time of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; , (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or to Persons persons who are not under similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager from a third third-party thatwhich, to the best of the Manager’s knowledge, has does not breached constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and an authorized representatives representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any time from time to a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice. The ; provided that the Collateral Manager shall at all reasonable times have not be obligated to provide access to the books and records of the Company. The Manager shall keep confidential any and all non-public informationinformation if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, written regulation or oral, contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential all information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in furtherance connection with their rating or evaluation of its duties under this Agreement the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or disclose Confidential Informationthe rules, in whole regulations, or in partrequest of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to any Person time) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (av) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, and employees, consultantsand to its attorneys, agentsaccountants and other professional advisers in conjunction with the transactions described herein, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to (vi) such information as may be necessary or desirable in order for providing its services under this Agreementthe Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Assets, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dvii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or disclosure in any dispute or presentations proceeding related hereto, (viii) to Company investors 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 Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order requirements of any court law, rule or administrative agency or regulation applicable to the extent required by applicable laws Collateral Manager, with respect to information that the Collateral Manager obtains or regulationsdevelops regarding the Collateral Debt Securities or Eligible Investments (including, (ii) upon the request or demand without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of any governmental or regulatory agency or authority, (iiiissuer thereof) to the extent reasonably required in connection with the exercise performance of any remedy its services hereunder, nothing in this Section 10 shall prevent the Collateral Manager or (iv) its Affiliates, in the conduct of their respective businesses, from using such information or disclosing such information to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, others so long as not legally prohibitedsuch other use does not, in its reasonable judgment, disadvantage the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such informationIssuer. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, each all Persons may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the following shall Securities and the Co-Issuers, any fact that may be deemed relevant to be excluded from provisions hereof: any Confidential Information that (A) is available to understanding the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party thatU.S. federal, to the best state and local tax treatment of the Manager’s knowledgeSecurities and the Issuers, has not breached an obligation and all materials of confidence with respect any kind (including opinions or other tax analyses) relating to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearsuch U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment.

Records; Confidentiality. (a) The Portfolio Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Collateral Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at any time from time to mutually agreed reasonable time during normal business hours and upon reasonable advance not less than five (5) Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Portfolio Manager shall keep confidential any and all non-public information, written information that is either (i) of a type that would ordinarily be considered proprietary or oral, obtained by it in connection with the services rendered hereunder confidential or (such informationii) designated as confidential (collectively, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) obtained in connection with the services rendered hereunder, and shall not disclose any governmental or regulatory filings such Confidential Information to non-affiliated third parties (which shall in no event be deemed to include holders of the Company or disclosure or presentations to Company investors Notes) except (subject to compliance with Regulation FD, if applicable) or (ei) with the prior written consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsIssuer, (ii) upon the such information as any Rating Agency shall reasonably request or demand in connection with its rating of any governmental or regulatory agency or authorityClass of Notes, (iii) to as required by law, regulation, court order or the extent reasonably required in connection with the exercise rules or regulations of any remedy hereunderstock exchange or self-regulating organization, body or official having jurisdiction over the Issuer or the Portfolio Manager, (iv) to its legal counsel professional advisers, (v) such information as shall have been publicly available or independent auditors; provideddisclosed other than in violation of this Agreement or the Indenture, however(vi) such information that was or is obtained by the Portfolio Manager on a non-confidential basis, (vii) such information that with respect was or is obtained by the Portfolio Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Portfolio Manager to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request be bound by this Agreement or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance another confidentiality agreement with the provisions of this Agreement. If, failing the entry of a protective order Issuer or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of (viii) such information that is legally required without liability hereunder; provided, that related to the Manager agrees, subject to reimbursement by the Company investment performance of the Manager’s expenses, to exercise Portfolio Manager or its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearAdvisor.

Records; Confidentiality. The Asset Manager shall maintain appropriate books of accounts and records relating to services performed hereunderthe Services, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Administrative Agent, the General Partners, the Property LP or any Subsidiary at any time from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Asset Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) Services and shall not disclose any such information (or use Confidential Information the same except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (aAgreement) to its Affiliates, unaffiliated third parties except (bi) with the prior written consent of the General Partners; (ii) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives accountants and other professional advisors engaged to provide services to the Administrative Agent, the Asset Manager, the Property LP or advisors, the Subsidiaries in each case, where connection the Manager deems disclosure to be necessary for providing business of the Property LP and its services under this Agreement, Subsidiaries; (ciii) to appraisers, financing sources and others in the ordinary course of the Company’s business Administrative Agent, the Asset Manager, the Property LP's or the Subsidiaries' Property-related business; (iv) to governmental officials having jurisdiction over the Administrative Agent, the Asset Manager, the General Partners, the Property LP or any Subsidiary; (a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dv) in connection with any governmental or regulatory filings of the Company General Partners, the Property LP or any Subsidiary; (vi) as required by law or legal process to which the Asset Manager or any Person to whom disclosure or presentations is permitted hereunder is a party; (vii) to Company investors (subject to compliance with Regulation FD, if applicable) the extent such information is otherwise publicly available or (eviii) to tenants or prospective tenants in accordance with any leases and/or in connection with the consent leasing of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties Property; provided such tenants or prospective tenants agree to keep such information confidential. Nothing herein The foregoing shall prevent not apply to information which has previously become publicly available through the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry actions of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source Person other than the Asset Manager not resulting from the Asset Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation 's violation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosedthis Section 4. The provisions of this Section 5 4 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders of the Notes or holders of the Interests) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliateswith the prior written consent of the Issuer, (b) to such information as Moody’s shall reasonably request in connection with its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives rating of the Notes or advisors, supplying credit ratings or estimates on any obligation included in each case, where the Manager deems disclosure to be necessary for providing its services under this AgreementAssets, (c) to appraisers, financing sources and others in the ordinary course connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Issuer, (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information as required by (i) upon applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of any court or administrative agency or to the extent required by applicable laws or regulationsits affiliates, (ii) upon the request rules or demand regulations of any governmental self-regulating organization, body or regulatory agency official having jurisdiction over the Collateral Manager or authority, any of its affiliates or (iii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the extent reasonably required Master Loan Sale Agreement, or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its affiliates or Owners in connection with their marketing activities. Notwithstanding the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii)foregoing, it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Collateral Manager may disclose only (i) that portion of such information that it is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company serving as collateral manager of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.Issuer,

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the Collateral Administrator, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than five (5) Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders of the Secured Debt or holders of the Preferred Shares) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of the Secured Debt or supplying credit ratings or estimates on any obligation included in the Assets, (c) 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, legal process or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates (e) to its professional advisors (including, without limitation, legal, tax and its Affiliates’ respective membersaccounting advisors), stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, (f) such information as shall have been publicly disclosed other than in each case, where the Manager deems disclosure to be necessary for providing its services under known violation of this Agreement, (c) to appraisersthe Collateral Administration Agreement, financing sources and others in the ordinary course Master Loan Sale Agreement, the Credit Agreement or the provisions of the Company’s business ((a)Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (bvii) and such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Collateral Administration Agreement, the Indenture or any other Transaction Document or (cviii) collectively, “general performance information which may be used by the Collateral Manager Permitted Disclosure Parties”), (d) or its Affiliates in connection with any governmental or regulatory filings of their marketing activities. Notwithstanding the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FDforegoing, if applicable) or (e) with it is agreed that the consent of the Board. The Collateral Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information may disclose (i) upon that it is serving as collateral manager of the order of any court or administrative agency or to the extent required by applicable laws or regulationsIssuer, (ii) upon the request or demand nature, aggregate principal amount and overall performance of any governmental or regulatory agency or authoritythe Issuer’s Assets, (iii) the amount of earnings on the Assets, (iv) such other information about the Issuer, the Assets, the Secured Debt and the Preferred Shares as is customarily disclosed by managers of collateralized loan obligations and (v) each of its respective employees, shared personnel, representatives or other 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 and the related documents and all materials of any kind (including opinions 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 required in connection necessary to comply with the exercise of any remedy hereunder, applicable United States federal or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreementstate laws. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Holders of the Secured Debt and the holders of the Preferred Shares shall survive the expiration or earlier termination of this Agreement for a period of one yearnot be considered “non-affiliated third parties.”

Records; Confidentiality. The Loan Obligation Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and an authorized representatives representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any time from time to a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice. The ; provided that the Loan Obligation Manager shall at all reasonable times have not be obligated to provide access to the books and records of the Company. The Manager shall keep confidential any and all non-public informationinformation if the Loan Obligation Manager in good faith determines that the disclosure of such information would violate any applicable law, written regulation or oral, contractual arrangement. The Loan Obligation Manager shall follow its customary procedures to keep confidential all information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in furtherance connection with its rating or evaluation of its duties under this Agreement the Notes and/or the Loan Obligation Manager, as applicable, (iii) as required by law, regulation, court order or disclose Confidential Informationthe rules, in whole regulations, or in partrequest of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to any Person time) having jurisdiction over the Loan Obligation Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (av) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, and employees, consultantsand to its attorneys, agentsaccountants and other professional advisers in conjunction with the transactions described herein, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to (vi) such information as may be necessary or desirable in order for providing its services under this Agreementthe Loan Obligation Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Assets, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dvii) in connection with any governmental or regulatory filings the enforcement of the Company Loan Obligation Manager’s rights hereunder or disclosure in any dispute or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsproceeding related hereto, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iiiviii) to the extent reasonably required in connection with the exercise Trustee and (ix) to Holders and potential purchasers of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearSecurities.

Records; Confidentiality. (a) The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection and copying by the Board and by legal counsel, auditors and authorized representatives of the Company at any time from time to time Borrower, the Collateral Agent and of the Facility Agent, or their designees, upon reasonable advance notice and during normal business hours upon reasonable advance noticehours, 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 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 twice 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 Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, such information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, any such information to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course third parties that are not Affiliates of the Company’s business Collateral Manager or the Borrower except ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (ei) with the prior written consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsBorrower, (ii) upon such information as the Rating Agency shall request in connection with the rating of the Notes or demand of any governmental or regulatory agency or authorityCredit Estimate, (iii) to as required by law, regulation, court order, request by a governmental regulatory agency with jurisdiction over the extent reasonably required in connection with Collateral Manager or the exercise rules or regulations of any remedy hereunderself-regulating organization, body or official having jurisdiction over the Collateral Manager or as required by the rules and regulations of any stock exchange on which the Notes may be listed, (iv) to its legal counsel shareholders and its professional advisors, (v) as expressly permitted in the Credit Agreement or independent auditors; providedin any other Facility Document, however, that with respect (vi) to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance extent necessary in connection with the provisions 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 violation of this Agreement. IfFor purposes of this Section 6, failing the entry Lenders, prospective Lenders, the Facility Agent, the Collateral Agent or any other party, prospective or otherwise, to an agreement contemplated by the Credit Agreement, shall in no event be considered “third parties that are not Affiliates of a protective order the Collateral Manager or the receipt of a waiver hereunderBorrower.” Notwithstanding anything to the contrary herein, the Collateral Manager is required and its Affiliates shall have the right to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Collateral Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence performance with respect to the Confidential Information disclosed. The provisions Collateral owned by the Borrower from time to time in connection with the marketing of this Section 5 shall survive other portfolios, funds and accounts managed or to be managed by the expiration Collateral Manager or earlier termination any of this Agreement for a period of one yearits Affiliates.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance one Business Day prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of the Class A Notes or in supplying credit estimates on any Collateral Obligation included in the Assets, (c) 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 a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates or (iii) the rules and regulations of any stock exchange on which the Class A Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or accounting advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties who agree to keep such information confidential. Nothing herein , (f) such information as shall prevent have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager from disclosing Confidential Information on a non-confidential basis, (g) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (i) upon general performance information which may be used by the order of any court Collateral Manager, its Affiliates or administrative agency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required their Related Persons in connection with their marketing activities. For purposes of this Section 6, the exercise of any remedy hereunderHolders, or (iv) to its legal counsel or independent auditors; providedthe Trustee, however, that with respect to clauses (i) the Calculation Agent and (ii)the Collateral Administrator shall not be considered “non-affiliated third parties.” Notwithstanding the foregoing, it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Collateral Manager may disclose only (a) that portion it is serving as collateral manager of such information that is legally required the Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, and (d) each of its respective employees, representatives or other agents may disclose to any and all Persons, without liability hereunder; providedlimitation of any kind, that the Manager agrees, subject to reimbursement United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Company of the Manager’s expensesIndenture, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period and the related documents and all materials of one yearany kind (including opinions and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure.

Records; Confidentiality. (a) The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection and copying by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Holders of the Income Notes, the Trustee, the Independent Accountants and as otherwise required under Rule 144A, at any time from time to time during normal business hours and upon reasonable advance not less than one Business 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 Collateral Manager shall, and shall at all reasonable times have access to the books and records of the Company. The Manager shall cause its Affiliates to, keep confidential any and all non-public information, written or oral, such information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, any such information to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course third parties that are not Affiliates of the Company’s business Collateral Manager or the Issuer except ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (ei) with the prior written consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsIssuer, (ii) upon such information as a Rating Agency shall request in connection with the request or demand rating of any governmental or regulatory agency or authoritythe Secured Notes, (iii) to as required by law, regulation, court order, request by a governmental regulatory agency with jurisdiction over the extent reasonably required in connection with Collateral Manager, the exercise Irish Stock Exchange or the rules or regulations of any remedy hereunderself-regulating organization, body or official having jurisdiction over the Collateral Manager, (iv) to its legal counsel professional advisors, (v) as expressly permitted in the Offering Circular, in the Indenture or independent auditors; providedany other Transaction Document, however, that with respect (vi) to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance extent necessary in connection with the provisions 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 violation of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Noteholders, prospective Noteholders, the Trustee, the Calculation Agent, the Administrator, the Collateral Administrator, the Initial Purchasers, the Placement Agent or any other party, prospective or otherwise, to an agreement contemplated by the Indenture, shall survive in no event be considered “third parties that are not Affiliates of the expiration Collateral Manager or earlier termination of this Agreement for a period of one yearthe Issuer.”

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than 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 Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders and beneficial owners of the Debt) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as S&P shall reasonably request in connection with its rating of the Secured Debt or supplying credit estimates on any obligation included in the Assets, (c) 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 a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives the rules or advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order regulations of any court self-regulating organization, body or administrative agency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.official having

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of the Secured Notes or in supplying credit estimates on any Collateral Obligation included in the Assets, (c) 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 a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates or (iii) the rules and regulations of any stock exchange on which the Secured Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and its Affiliates’ respective membersaccounting advisors), stockholders(f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors(g) as expressly permitted in the Final Offering Circular, in each casethe Indenture or in any other Transaction Document, where (h) such information as is necessary or appropriate to disclose so that the Collateral Manager deems disclosure to may perform its duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be necessary for providing used by the Collateral Manager, its services under Affiliates or their Related Persons in connection with their marketing activities. For purposes of this AgreementSection 6, the Holders, the Trustee, the Calculation Agent and the Collateral Administrator shall not be considered “non-affiliated third parties.” Notwithstanding the foregoing, it is agreed that the Collateral Manager 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) to appraisers, financing sources and others in the ordinary course amount of earnings on the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Assets, (d) in connection with any governmental or regulatory filings such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or collateralized loan obligations and (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties respective employees, representatives or other 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 non-public nature of transactions contemplated by the Confidential Information Indenture, this Agreement and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order related documents and all materials of any court or administrative agency or kind (including opinions and other tax analyses) that are provided to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant them relating to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential United States federal income tax treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearand United States income tax structure.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts account, records and records files relating to any services performed hereunder, and such books of accounts account, records and records files shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of Front Yard and each of the Company at any time from time to time Subsidiaries during normal business hours upon reasonable advance written notice. The Manager shall at have full responsibility for the maintenance, care and safekeeping of all reasonable times have access to the such books of account, records and records of the Companyfiles. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) Information and shall not use Confidential Information except in furtherance of its duties under this Agreement Agreement, or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personneldirectors, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where advisors of Manager or any of its Affiliates who need to know such Confidential Information for the Manager deems disclosure to be necessary for providing its purpose of rendering services under this Agreementhereunder, (cii) to appraisers, lenders or other financing sources sources, commercial counterparties or any similar entity and others in the ordinary course of Front Yard’s and the Company’s Subsidiaries’ business ((a), (bi) and (cii) collectively, “Manager Permitted Disclosure Parties”), (diii) in connection with any governmental or regulatory filings of Manager, Front Yard and any of the Company Subsidiaries (including, if required by law, any filings made by Manager, Front Yard or any Subsidiary as a result of its status as a public company) or disclosure or presentations to Company Front Yard’s investors (subject to compliance with Regulation FD), if applicable(iv) to governmental officials having jurisdiction over Front Yard or any the Subsidiaries, (v) as requested by law or legal process to which Manager or any Person to whom disclosure is permitted hereunder is a party or (evi) otherwise with the consent of the Board. The Manager agrees to shall inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidentialInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation of, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as it is not legally prohibited, the Manager will provide the Company Board with prompt written notice notice, within a reasonable period of time of such order, request or demand so that the Company Front Yard may seek, at its sole expense, seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such orderInformation, request or demand, the Manager may disclose only that portion of such information Confidential Information that is legally required without liability hereunder; provided, hereunder; provided that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to shall exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded to such informationConfidential Information. 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) is available to the public from a source other than the Manager; Manager or any of its Affiliates, (B) is released by Front Yard or any of the Company Subsidiaries to the public (except to the extent exempt under Regulation FD) or to Persons who are not under similar obligation obligations of confidentiality to Front Yard and each of the Company; Subsidiaries, or (C) is obtained by the Manager from a third party thatwhich, to the best of the Manager’s knowledge, has does not breached constitute a breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Borrower, the Administrative Agent, the Collateral Agent, and the independent certified public accountants appointed by the Collateral Manager on behalf of the Borrower pursuant to Section 5.34 of the Credit Agreement at any time from time to time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Collateral Manager shall at all reasonable times have access agrees to the books provisions of Sections 5.6(b) and records (c) of the CompanyCredit Agreement. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding the Administrative Agent, the Collateral Agent, the Lenders or the Subordinated Noteholders) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Borrower, (b) such information as a Rating Agency shall reasonably request in connection with its rating of the Loans or supplying credit estimates on any obligation included in the Collateral, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Borrower, (d) as required by (i) applicable law, regulation, court order, 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 self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates, (be) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this 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 Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its Affiliates’ respective membersduties hereunder, stockholdersunder the Credit Agreement or any other Loan Document or (h) general performance information which may be used by the Collateral Manager, managersits Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, partnersit is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Borrower, trustees(b) the nature, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where aggregate principal amount and overall performance of the Manager deems disclosure to be necessary for providing its services under this AgreementBorrower’s assets, (c) to appraisers, financing sources and others in the ordinary course amount of earnings on the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Collateral, (d) in connection with any governmental or regulatory filings such other information about the Borrower, the Collateral and the Loans as is customarily disclosed by managers of collateralized loan obligations and warehouses similar to the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or transactions contemplated by the Loan Documents and (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties 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 non-public nature of transactions contemplated by the Confidential Information Credit Agreement, this Agreement and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order related documents and all materials of any court or administrative agency or kind (including opinions and other tax analyses) that are provided to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant them relating to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential U.S. federal income tax treatment will be accorded such informationand U.S. income tax structure. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Lenders and the Subordinated Noteholders shall survive not be considered “non-affiliated third parties.” Nothing in this Section 6 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the expiration Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or earlier termination making other disclosures that are protected under the whistleblower provisions of this Agreement for a period of one yearfederal 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 Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and an authorized representatives representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any time from time to a mutually agreed‑upon time during normal business hours and upon reasonable advance 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 Collateral Manager shall at all reasonable times have access follow its customary procedures to the books and records of the Company. The Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in furtherance connection with its rating or evaluation of its duties under this Agreement the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or disclose Confidential Informationthe rules, in whole regulations, or in partrequest of any regulatory or self‑regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to any Person time) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (av) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultantsaffiliates, agentsprospective and current investors, accountantsfunding sources and prospective loan purchasers and to its attorneys, legal counselaccountants and other professional advisers in conjunction with the transactions described herein, representatives or advisors, in each case, where the Manager deems disclosure to (vi) such information as may be necessary or desirable in order for providing its services under this Agreementthe Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Collateral, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dvii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or disclosure in any dispute or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsproceeding related hereto, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iiiviii) to the extent reasonably required in connection with the exercise Trustee and (ix) to Holders and potential purchasers of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearSecurities.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Collateral Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders and beneficial owners of Debt) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of the Secured Debt or supplying credit estimates on any obligation included in the Assets, (c) 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 a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates or (iii) the rules and regulations of any stock exchange on which the Debt may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its Affiliates’ respective membersduties hereunder, stockholdersunder the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, managersits Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, partnersit is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Issuer, trustees(b) the nature, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where aggregate principal amount and overall performance of the Manager deems disclosure to be necessary for providing its services under this AgreementIssuer’s assets, (c) to appraisers, financing sources and others in the ordinary course amount of earnings on the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Assets, (d) in connection with any governmental or regulatory filings such other information about the Issuer, the Assets and the Debt as is customarily disclosed by managers of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or collateralized loan obligations and (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties 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 non-public nature of transactions contemplated by the Confidential Information Indenture, this Agreement and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order related documents and all materials of any court or administrative agency or kind (including opinions and other tax analyses) that are provided to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant them relating to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential U.S. federal income tax treatment will be accorded such informationand U.S. income tax structure. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Holders shall survive not be considered “non-affiliated third parties.” Nothing in this Section 6 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the expiration Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or earlier termination making other disclosures that are protected under the whistleblower provisions of this Agreement for a period of one yearfederal 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 Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Collateral Trustee, the Collateral Administrator, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than five (5) Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders of the Debt) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as the Rating Agency shall reasonably request in connection with its rating of the Secured Debt or supplying credit ratings or estimates on any obligation included in the Assets, (c) 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, 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 self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates, (be) to its professional advisors (including, without limitation, legal, tax and its Affiliates’ respective membersaccounting advisors), stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, (f) such information as shall have been publicly disclosed other than in each case, where the Manager deems disclosure to be necessary for providing its services under known violation of this Agreement, (c) to appraisersthe Collateral Administration Agreement, financing sources and others in the ordinary course Master Loan Sale Agreement, the Credit Agreement or the provisions of the Company’s business ((a)Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (bg) and such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Collateral Administration Agreement, the Indenture or any other Transaction Document or (ch) collectively, “general performance information which may be used by the Collateral Manager Permitted Disclosure Parties”), (d) or its Affiliates in connection with any governmental or regulatory filings of their marketing activities. Notwithstanding the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FDforegoing, if applicable) or (e) with it is agreed that the consent of the Board. The Collateral Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information may disclose (i) upon that it is serving as collateral manager of the order of any court or administrative agency or to the extent required by applicable laws or regulationsIssuer, (ii) upon the request or demand nature, aggregate principal amount and overall performance of any governmental or regulatory agency or authoritythe Issuer’s Assets, (iii) the amount of earnings on the Assets, (iv) such other information about the Issuer, the Assets and the Debt as is customarily disclosed by managers of collateralized loan obligations and (v) each of its respective employees, shared personnel, representatives or other 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 and the related documents and all materials of any kind (including opinions 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 required in connection necessary to comply with the exercise of any remedy hereunder, applicable United States federal or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreementstate laws. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Holders of the Debt shall survive the expiration or earlier termination of this Agreement for a period of one yearnot be considered “non-affiliated third parties.”

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and an authorized representatives representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any time from time to a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice. The ; provided that the Collateral Manager shall at all reasonable times have not be obligated to provide access to the books and records of the Company. The Manager shall keep confidential any and all non-public informationinformation if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, written regulation or oral, contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential all information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in furtherance connection with their rating or evaluation of its duties under this Agreement the Notes 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 disclose Confidential Informationthe rules, in whole regulations, or in partrequest of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to any Person time) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (av) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, and employees, consultantsand to its attorneys, agentsaccountants and other professional advisers in conjunction with the transactions described herein, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to (vi) such information as may be necessary or desirable in order for providing its services under this Agreementthe Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Assets, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dvii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or disclosure in any dispute or presentations proceeding related hereto, (viii) to Company investors 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 Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order requirements of any court law, rule or administrative agency or regulation applicable to the extent required by applicable laws Collateral Manager, with respect to information that the Collateral Manager obtains or regulationsdevelops regarding the Collateral Debt Securities or Eligible Investments (including, (ii) upon the request or demand without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of any governmental or regulatory agency or authority, (iiiIssuer thereof) to the extent reasonably required in connection with the exercise performance of any remedy its services hereunder, nothing in this Section 10 shall prevent the Collateral Manager or (iv) its Affiliates, in the conduct of their respective businesses, from using such information or disclosing such information to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, others so long as not legally prohibitedsuch other use does not, in its reasonable judgment, disadvantage the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such informationIssuer. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, each all persons may disclose to any and all persons, without limitation of any kind, the U.S. Federal, state and local tax treatment of the following shall Securities and the Co-Issuers, any fact that may be deemed relevant to be excluded from provisions hereof: any Confidential Information that (A) is available to understanding the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party thatU.S. Federal, to the best state and local tax treatment of the Manager’s knowledgeSecurities and the Issuers, has not breached an obligation and all materials of confidence with respect any kind (including opinions or other tax analyses) relating to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearsuch U.S. Federal, state and local tax treatment and that may be relevant to understanding such tax treatment.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by a representative of the Board Company, the Administrative Agent, and independent accountants appointed by legal counsel, auditors and authorized representatives of the Company at any time from time to a mutually agreed time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The Manager shall at all reasonable times have access Subject to the books and records exceptions set forth in the following paragraph, at no time will the Collateral Manager make a public announcement concerning the Transaction Documents, the Collateral Manager’s role hereunder or any other aspect of the Companytransactions contemplated by this Agreement and the Transaction Documents absent the written consent of the Company and the Administrative Agent. The Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where with the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course prior written consent of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon as required by law, regulation, court order or the request rules or demand regulations of any governmental self regulating organization, body or regulatory agency or authorityofficial having jurisdiction over the Collateral Manager, (iii) to its professional advisors, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) the extent reasonably required identification of the Company as a client of the Collateral Manager, (vi) information related to the performance of the Collateral Manager, (vii) information furnished in connection with the exercise of any remedy hereundersuccessor investment manager or assignee, or any agent that has been assigned duties in accordance with this Agreement, or (ivviii) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public was or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Collateral Manager from on a third party thatnon confidential basis; provided that the Collateral Manager does not know or have reason to know, to the best after due inquiry, of the Manager’s knowledge, has not breached an obligation any breach by such source of confidence any confidentiality obligations with respect to the Confidential Information disclosedthereto. The provisions For purposes of this Section 5 10, the Administrative Agent shall survive in no event be considered a “non affiliated third party,” and the expiration or earlier termination Collateral Manager may disclose any of this Agreement for a period of one yearthe aforementioned information to the Administrative Agent insofar as such information relates to Loans under the LSA.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders and beneficial owners of Notes) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of the Notes or supplying credit estimates on any obligation included in the Assets, (c) 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 a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates or (iii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its Affiliates’ respective membersduties hereunder, stockholdersunder the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, managersits Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, partnersit is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Issuer, trustees(b) the nature, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where aggregate principal amount and overall performance of the Manager deems disclosure to be necessary for providing its services under this AgreementIssuer’s assets, (c) to appraisers, financing sources and others in the ordinary course amount of earnings on the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Assets, (d) in connection with any governmental or regulatory filings such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or collateralized loan obligations and (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties respective employees, representatives or other 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 non-public nature of transactions contemplated by the Confidential Information Indenture, this Agreement and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order related documents and all materials of any court or administrative agency or kind (including opinions and other tax analyses) that are provided to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant them relating to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential United States federal income tax treatment will be accorded such informationand United States income tax structure. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Holders shall survive not be considered “non-affiliated third parties.” Nothing in this Section 6 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the expiration Department of Justice, the SEC, the United States Congress, and any agency inspector general, or earlier termination making other disclosures that are protected under the whistleblower provisions of this Agreement for a period of one yearfederal 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 Manager shall maintain appropriate books of accounts account, records and records files relating to services performed hereunder, and such books of accounts account, records and records files shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance written notice. The Manager shall at have full responsibility for the maintenance, care and safekeeping of all reasonable times have access such books of account, records and files (it being understood that services may be provided with respect to the books Company by service providers (e.g., administrators, prime brokers and records of custodians) and so long as such service providers are monitored by the CompanyManager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountantsrepresentatives, legal counsel, representatives or advisors, in each case, where advisors of the Manager deems disclosure or its Affiliates who need to be necessary know such Confidential Information for providing its the purpose of rendering services under this Agreementhereunder, (cii) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((a), (bi) and (cii) collectively, “Manager Permitted Disclosure Parties”), (diii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD), if applicable(iv) to governmental officials having jurisdiction over the Company, (v) as requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (evi) otherwise with the written consent of the BoardCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidentialInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice within a reasonable period of time of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. 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) is available to the public from a source other than the Manager; , (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or to Persons persons who are not under a similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager from a third third-party thatwhich, to the best of the Manager’s knowledge, has does not breached constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunderunder this Agreement, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable one (1) business day’s advance written notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) under this Agreement and shall not disclose any such information (or use Confidential Information the same except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (aAgreement) to its Affiliatesnonaffiliated third parties except (i) with the prior written consent of the Board of Directors, (bii) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or accountants and other professional advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, ; (ciii) to appraisers, financing sources and others in the ordinary course of the Company’s business business; (iv) to governmental officials having jurisdiction over the Company; (a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dv) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) investors; or (evi) with the consent of the Board. The Manager agrees as required by law or legal process to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct which the Manager Permitted Disclosure Parties or any Person to keep such information confidentialwhom disclosure is permitted hereunder is a party. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, that the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is is, in the opinion of counsel, required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; , (B) is released in writing by the Company to the public or to Persons persons who are not under similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager from a third third-party that, to the best without breach by such third-party of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 6 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and an authorized representatives representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any time from time to a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice. The ; provided that the Collateral Manager shall at all reasonable times have not be obligated to provide access to the books and records of the Company. The Manager shall keep confidential any and all non-public informationinformation if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, written regulation or oral, contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential all information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in furtherance connection with its rating or evaluation of its duties under this Agreement the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or disclose Confidential Informationthe rules, in whole regulations, or in partrequest of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to any Person time) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (av) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultantsaffiliates, agentsprospective and current investors, accountantsfunding sources and prospective loan purchasers and to its attorneys, legal counselaccountants and other professional advisers in conjunction with the transactions described herein, representatives or advisors, in each case, where the Manager deems disclosure to (vi) such information as may be necessary or desirable in order for providing its services under this Agreementthe Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Collateral, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dvii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or disclosure in any dispute or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsproceeding related hereto, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iiiviii) to the extent reasonably required in connection with the exercise Trustee and (ix) to Holders and potential purchasers of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearSecurities.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by a representative of the Board Company, the Administrative Agent, and independent accountants appointed by legal counsel, auditors and authorized representatives of the Company at any time from time to a mutually agreed time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The Manager shall at all reasonable times have access Subject to the books and records exceptions set forth in the following paragraph, at no time will the Collateral Manager make a public announcement concerning the Transaction Documents, the Collateral Manager’s role hereunder or any other aspect of the Companytransactions contemplated by this Agreement and the Transaction Documents absent the written consent of the Company and the Administrative Agent. The Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where with the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course prior written consent of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon as required by law, regulation, court order or the request rules or demand regulations of any governmental self regulating organization, body or regulatory agency or authorityofficial having jurisdiction over the Collateral Manager, (iii) to its professional advisors, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) the extent reasonably required identification of the Company as a client of the Collateral Manager, (vi) information related to the performance of the Collateral Manager, (vii) information furnished in connection with the exercise of any remedy hereundersuccessor investment manager or assignee, or any agent that has been assigned duties in accordance with this Agreement, or (ivviii) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public was or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Collateral Manager from on a third party thatnon-confidential basis; provided that the Collateral Manager does not know or have reason to know, to the best after due inquiry, of the Manager’s knowledge, has not breached an obligation any breach by such source of confidence any confidentiality obligations with respect to the Confidential Information disclosedthereto. The provisions For purposes of this Section 5 10, the Administrative Agent shall survive in no event be considered a “non-affiliated third party,” and the expiration or earlier termination Collateral Manager may disclose any of this Agreement for a period of one yearthe aforementioned information to the Administrative Agent insofar as such information relates to Loans under the LSA.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts account, records and records files relating to any services performed hereunder, and such books of accounts account, records and records files shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of Residential and each of the Company at any time from time to time Subsidiaries during normal business hours upon reasonable advance written notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) Information and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personneldirectors, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisorsadvisors of the Manager, in each case, where any Manager Related Party or their Affiliates who need to know such Confidential Information for the Manager deems disclosure to be necessary for providing its purpose of rendering services under this Agreementhereunder, (cii) to appraisers, lenders or other financing sources sources, commercial counterparties or any similar entity and others in the ordinary course of Residential’s and the Company’s Subsidiaries’ business ((a), (bi) and (cii) collectively, “Manager Permitted Disclosure Parties”), (diii) in connection with any governmental or regulatory filings of the Company Manager, Residential and any of the Subsidiaries (including, if required by law, any filings made by the Manager, Residential or any Subsidiary as a result of its status as a public company) or disclosure or presentations to Company Residential’s investors (subject to compliance with Regulation FD), if applicable(iv) to governmental officials having jurisdiction over Residential or any the Subsidiaries, (v) as requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party or (evi) otherwise with the consent of the BoardBoard of Directors. The Manager agrees to shall inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidentialInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation of, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as it is not legally prohibited, the Manager will provide the Company Board of Directors with prompt written notice notice, within a reasonable period of time of such order, request or demand so that the Company Residential may seek, at its sole expense, seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, provided that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to shall exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded to such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; , a Manager Related Party or the Affiliates of the Manager, (B) is released by Residential or any of the Company Subsidiaries to the public (except to the extent exempt under Regulation FD) or to Persons who are not under similar obligation obligations of confidentiality to Residential and each of the Company; Subsidiaries, or (C) is obtained by the Manager from a third party thatPerson which, to the best of the Manager’s knowledge, has does not breached constitute a breach by such third Person of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 10 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain appropriate keep proper books of record and accounts in which full, true and records relating correct entries in all material respects in accordance with GAAP shall be made of all material financial matters and transactions in relation to services performed hereunder, and such books of accounts and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized permit representatives of the Company Administrative Agent and the Collateral Agent (in each case at the Company’s expense, in the case of not more than one inspection during any time fiscal year except during the continuance of an Event of Default) to visit and inspect any of its properties, to examine and make abstracts from time to time during normal business hours upon reasonable advance notice. The Manager shall at all reasonable times have access to the any of its books and records and to discuss its affairs, finances and accounts with its officers, employees and independent public accountants, all at reasonable times in a manner so as to not unduly disrupt the business of the Collateral Manager, upon reasonable prior notice to the Collateral Manager and as often as may be reasonable; provided that so long as no Default or Event of Default shall have occurred and be continuing, no more than one such inspection shall be conducted during any fiscal year of the Collateral Manager. 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 Company’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. If requested by the Administrative Agent or the Majority Lenders, the Collateral Manager shall participate (and shall use commercially reasonable efforts to cause the Investment Advisor or Sub-Advisor to participate) in a meeting with the Administrative Agent and the Lenders requested pursuant to Section 5.6(c) of the Credit Agreement. At no time will the Collateral Manager make a public announcement concerning the Credit Agreement, the Collateral Manager’s role hereunder or any other aspect of the transactions contemplated by this Agreement and the Credit Agreement absent the written consent of the Company. The Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where with the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course prior written consent of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon as required by law, regulation, court order or the request rules or demand regulations of any governmental self regulating organization, body or regulatory agency or authorityofficial having jurisdiction over the Collateral Manager, (iii) to its professional advisers, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) the extent reasonably required identification of the Company as a client of the Collateral Manager, (vi) information related to the performance of the Collateral Manager, (vii) information furnished in connection with the exercise of any remedy hereundersuccessor collateral manager or assignee, or any agent that has been assigned duties in accordance with this Agreement or (ivviii) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public was or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Collateral Manager from on a third party thatnon-confidential basis; provided that the Collateral Manager does not know or have reason to know, to the best after due inquiry, of the Manager’s knowledge, has not breached an obligation any breach by such source of confidence any confidentiality obligations with respect to the Confidential Information disclosedthereto. The provisions For purposes of this Section 5 9, the Administrative Agent shall survive in no event be considered a “non-affiliated third party,” and the expiration or earlier termination Collateral Manager may disclose any of this the aforementioned information to the Administrative Agent insofar as such information relates to the Company’s performance of its obligations under the Credit Agreement for a period of one yearand the other Loan Documents.

Records; Confidentiality. The Manager shall maintain appropriate Sub-Adviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 204-2 under the Investment Advisers Act, all books of accounts 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 such books of accounts and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company at any time from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust's auditors, the Trust or any representative of the Trust, Investment Manager, or any governmental agency or other instrumentality having regulatory authority over the Trust. At any time during normal business hours upon or after the term of this Agreement, Sub-Adviser shall keep confidential any and all information relating to the Investment Manager or any subsidiary or affiliate thereof, including information relating to shareholders of the Fund (regardless of whether such information is presented on a shareholder-by-shareholder basis, aggregated or presented as a composite or otherwise) acquired by it prior to, during the course of, or incident to, its appointment hereunder and shall not disclose, use, publish, or in any other manner reveal, directly or indirectly, any such information except (i) with the prior written consent of Investment Manager in each instance, which consent shall not be unreasonably withheld or delayed, (ii) as may be necessary to perform Sub-Adviser's services hereunder, (iii) as required by law, regulation, court order or the rules or regulation of any self-regulating organization, body or official having jurisdiction of Sub-Adviser, (iv) to its professional advisers, (v) such information as shall have been publicly disclosed other than in violation of this Agreement, or (vi) such information as was or is obtained by Sub-Adviser on a non-confidential basis, provided that Sub-Adviser does not know, after reasonable advance noticeinquiry, of any breach by such source of any confidentiality obligations with respect thereto. The Consistent with the foregoing, Investment Manager shall at treat all reasonable times have access information, recommendations and advice furnished to the books and records of the CompanyInvestment Manager by Sub-Adviser as confidential. The In addition, Investment Manager shall keep confidential any and all noninformation regarding the operations of Sub-public informationAdviser, written or oralincluding its trading and hedging policies, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (ei) with the prior written consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the nonSub-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsAdviser, (ii) upon as required by law, regulation, court order or the request rules or demand regulation of any governmental self-regulating organization, body or regulatory agency or authorityofficial having jurisdiction of Investment Manager, (iii) to its professional advisers or the extent reasonably required in connection with the exercise Trust's Board of any remedy hereunder, Trustees or professional advisers to such Trustees (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long such information as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions shall have been publicly disclosed other than in violation of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of (v) such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public as was or to Persons who are not under similar obligation of confidentiality to the Company; or (C) 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 Manager from a third party thatright to examine, audit and review all documents, reports, transaction confirmation and other materials relating to the best Sub-Adviser's management of the Manager’s knowledge, has not breached an obligation of confidence with respect Account at any time (subject to the Confidential Information disclosed. The provisions restrictions set forth in the first sentence of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year8) on reasonable notice.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders and beneficial owners of Notes) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of the Notes or supplying credit estimates on any obligation included in the Assets, (c) 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 a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates or (iii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its Affiliates’ respective membersduties hereunder, stockholdersunder the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, managersits Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, partnersit is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Issuer, trustees(b) the nature, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where aggregate principal amount and overall performance of the Manager deems disclosure to be necessary for providing its services under this AgreementIssuer’s assets, (c) to appraisers, financing sources and others in the ordinary course amount of earnings on the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Assets, (d) in connection with any governmental or regulatory filings such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or collateralized loan obligations and (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties respective employees, representatives or other 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 non-public nature of transactions contemplated by the Confidential Information Indenture, this Agreement and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order related documents and all materials of any court or administrative agency or kind (including opinions and other tax analyses) that are provided to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant them relating to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential United States federal income tax treatment will be accorded such informationand United States income tax structure. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Holders shall survive the expiration or earlier termination of this Agreement for a period of one yearnot be considered “non-affiliated third parties.”

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders and beneficial owners of Notes) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as the Rating Agencies shall reasonably request in connection with its rating of the Secured Notes or supplying credit estimates on any obligation included in the Assets, (c) 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 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 self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates, (be) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its Affiliates’ respective membersduties hereunder, stockholdersunder the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, managersits Affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, partnersit is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Issuer, trustees(b) the nature, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where aggregate principal amount and overall performance of the Manager deems disclosure to be necessary for providing its services under this AgreementIssuer’s assets, (c) to appraisers, financing sources and others in the ordinary course amount of earnings on the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Assets, (d) in connection with any governmental or regulatory filings such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or collateralized loan obligations and (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties 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 non-public nature of transactions contemplated by the Confidential Information Indenture, this Agreement and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order related documents and all materials of any court or administrative agency or kind (including opinions and other tax analyses) that are provided to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant them relating to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential U.S. federal income tax treatment will be accorded such informationand U.S. income tax structure. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Holders shall survive not be considered “non-affiliated third parties.” Nothing in this Section 6 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the expiration Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or earlier termination making other disclosures that are protected under the whistleblower provisions of this Agreement for a period of one yearfederal 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 Manager shall maintain appropriate books of accounts and records relating to services performed hereunderunder this Agreement, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable one (1) business day’s advance written notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) under this Agreement and shall not disclose any such information (or use Confidential Information the same except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (aAgreement) to its Affiliatesnonaffiliated third parties except (i) with the prior written consent of the Board of Directors, (bii) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or accountants and other professional advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, ; (ciii) to appraisers, financing sources and others in the ordinary course of the Company’s business business; (iv) to governmental officials having jurisdiction over the Company; (a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dv) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) investors; or (evi) with the consent of the Board. The Manager agrees as required by law or legal process to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct which the Manager Permitted Disclosure Parties or any Person to keep such information confidentialwhom disclosure is permitted hereunder is a party. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, that the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is is, in the opinion of counsel, required to disclose Confidential Information pursuant to such order, request or demandInformation, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; , (B) is released in writing by the Company to the public or to Persons persons who are not under similar obligation of confidentiality to the Company; , or (C) is obtained by the Manager from a third third-party that, to the best without breach by such third-party of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 6 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives a representative of the Company at any time from time to time during normal business hours upon reasonable advance noticeIssuer, the Co-Issuer and the Trustee. The Collateral Manager shall, and shall at all reasonable times have access to the books and records of the Company. The Manager shall cause its Affiliates to, keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not disclose any such information to non-affiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agencies shall reasonably request in connection with the acquisition and disposition of Collateral Interests, (iii) as requested by a regulatory authority or otherwise required by law, regulation, court order or the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) general information regarding the performance of the Collateral Interests for use Confidential Information except in furtherance disclosure documents for future transactions involving the Collateral Manager, (vi) such information as is requested by advisors or other service providers hired by the Collateral Manager in connection with the performance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others as otherwise required in the ordinary course reasonable judgment of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunderCollateral Manager, or (ivvii) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public was or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Collateral Manager from on a third party that, to non-confidential basis; provided that the best Collateral Manager does not know of the Manager’s knowledge, has not breached an obligation any breach by such source of confidence any confidentiality obligations with respect to the Confidential Information disclosedthereto. The provisions For purposes of this Section 5 11, the Noteholders, Holders of the Income Notes, prospective purchasers of Notes and/or Income Notes, prospective sellers and purchasers of Collateral Interests, each Hedge Counterparty, all parties to the Indenture, the Income Notes Agreement and this Agreement, and any of their directors, officers, members, employees, professional advisors or agents shall survive the expiration or earlier termination of this Agreement for a period of one yearin no event be considered “non-affiliated third parties.”

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunderunder this Agreement, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable one (1) business day’s advance written notice. The Manager shall at Company acknowledges that all reasonable times have access to the books and records of its officers are also employees of the CompanyManager and as such may receive information in connection with their various positions. The Notwithstanding the foregoing, the Manager shall keep confidential any and all non-public informationinformation , written oral or oralwritten, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) under this Agreement and shall not disclose any such information (or use Confidential Information the same except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (aAgreement) to its Affiliates, unaffiliated third parties except (bi) with the prior written consent of the Board of Directors; (ii) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, accountants and other professional advisors retained in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, connection with Company business; (ciii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((ai), (bii) and (ciii) collectively, “Manager Permitted Disclosure Parties”), ; (div) to governmental officials having jurisdiction over the Company; (v) in connection with any governmental or regulatory filings required of the Company or disclosure or presentations to Company investors investors; (subject vi) as required by law or legal process to compliance with Regulation FDwhich the Manager or any Person to whom disclosure is permitted hereunder is a party, if applicable) or (evii) with the written consent of the BoardCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties and employees of the non-public Manager who will have access to confidential information of the Company of the confidential nature of such information. The Manager shall maintain a system of policies and procedures designed to ensure that the Confidential Information and instruct Manager’s employees treat the Manager Permitted Disclosure Parties to keep such Company’s confidential information confidentialin accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information such information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demandinformation, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, agrees to exercise its commercially reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein The foregoing shall not apply to information which has previously become publicly available through the contrary, each actions of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source Person other than the Manager; (B) is released by the Company to the public or to Persons who are Manager not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager resulting from a third party that, to the best of the Manager’s knowledge, has not breached an obligation violation of confidence with respect to the Confidential Information disclosedthis Section 6. The provisions of this Section 5 6 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and duly authorized representatives of the Company or other designees of the Board of Directors at any time from time to time during normal business hours upon reasonable advance noticehours. The Manager shall at all reasonable times have access provide to the books and records Compensation Committee of the Board of Directors (or if there is no Compensation Committee, to the Board of Directors), copies of its financial statements with respect to its operations related to this Agreement or concerning the Company, on an annual and quarterly basis, with such financial information to be made available at the next regularly scheduled meeting following the completed quarter or year end. The Manager shall keep confidential any and all non-public information, written or oral, obtained by information it obtains from time to time in connection with the services rendered hereunder (such information, “Confidential Information”) it renders under this Agreement and shall not use Confidential Information disclose any portion thereof to non-affiliated third parties except in furtherance with the prior written consent of its duties under this Agreement the Company and the Board of Directors, or except as may be required by applicable law, judicial process or regulatory request, provided that the Manager may disclose Confidential Information, in whole or in part, to any Person other than (a) such information to its Affiliatesattorneys, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employeesaccountants, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where and other professionals to the Manager deems disclosure to be extent necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings utilizing their services; provided further that such recipients are advised of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent confidentiality of the Boardsuch information. The Manager agrees Company shall keep confidential any and all information it obtains from time to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct time from the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of any governmental or regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise services it receives under this Agreement and shall not disclose any portion thereof to non-affiliated third parties except with the prior written consent of any remedy hereunderthe Manager, or (iv) to its legal counsel except as may be required by applicable law, judicial process or independent auditorsregulatory request; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so provided that the Company may seek, at its sole expense, an appropriate protective order and/or waive and the Manager’s compliance with the provisions Board of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager Directors may disclose only such information to their attorneys, accountants, consultants, and other professionals to the extent necessary in connection with utilizing their services; provided further that portion such recipients are advised of the confidentiality of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee, the Holders and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Section 10.9 of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders of the Obligations) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of the Obligations or supplying credit ratings or estimates on any obligation included in the Assets, (c) 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 a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, (bii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its Affiliates or (iii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, accounting advisors) and consultants, agents, accountants, legal counsel, representatives (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or advisors, in each case, where the provisions of the Indenture or shall have been obtained by the Collateral Manager deems disclosure to be necessary for providing its services under this Agreementon a non-confidential basis, (cg) to appraisers, financing sources and others nationally recognized statistical rating agencies in accordance with Rule 17g-5 under the ordinary course of the Company’s business ((a)Exchange Act, (bh) and such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (ci) collectivelygeneral performance information which may be used by the Collateral Manager, “Manager Permitted Disclosure Parties”), (d) its Affiliates or Owners in connection with any governmental or regulatory filings of their marketing activities. Notwithstanding the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FDforegoing, if applicable) or (e) with it is agreed that the consent of the Board. The Collateral Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information may disclose (i) upon that it is serving as collateral manager of the order of any court or administrative agency or to the extent required by applicable laws or regulationsIssuer, (ii) upon the request or demand nature, aggregate principal amount and overall performance of any governmental or regulatory agency or authoritythe Issuer’s Assets, (iii) to the extent reasonably required in connection with amount of earnings on the exercise of any remedy hereunderAssets, or (iv) to its legal counsel or independent auditors; providedsuch other information about the Issuer, however, that with respect to clauses (i) the Assets and the Obligations as is customarily disclosed by managers of collateralized loan obligations and (ii)v) each of its respective employees, it is agreed thatrepresentatives or other agents may disclose to any and all Persons, so long as not legally prohibitedwithout limitation, the Manager will provide United States federal income tax treatment and United States federal income tax structure of the Company with prompt written notice transactions contemplated by the Indenture, this Agreement and the related documents and all materials of such order, request or demand so any kind (including opinions and other tax analyses) that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required are provided to disclose Confidential Information pursuant them relating to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential United States federal income tax treatment will be accorded such informationand United States income tax structure. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions For purposes of this Section 5 6, the Holders of the Obligations shall survive the expiration or earlier termination of this Agreement for a period of one yearnot be considered “non-affiliated third parties.”

Records; Confidentiality. (a) The Portfolio Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at any time from time to mutually agreed reasonable time during normal business hours and upon reasonable advance not less than five (5) Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Portfolio Manager shall keep confidential any and all non-public information, written information that is either (i) of a type that would ordinarily be considered proprietary or oral, obtained by it in connection with the services rendered hereunder confidential or (such informationii) designated as confidential (collectively, “Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) obtained in connection with the services rendered hereunder, and shall not disclose any governmental or regulatory filings such Confidential Information to non-affiliated third parties (which shall in no event be deemed to include holders of the Company or disclosure or presentations to Company investors Notes) except (subject to compliance with Regulation FD, if applicable) or (ei) with the prior written consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsIssuer, (ii) upon such information as the Rating Agency shall reasonably request or demand in connection with its rating of any governmental or regulatory agency or authorityClass of Notes, (iii) to as required by law, regulation, court order or the extent reasonably required in connection with the exercise rules or regulations of any remedy hereunderstock exchange or self-regulating organization, body or official having jurisdiction over the Issuer or the Portfolio Manager, (iv) to its legal counsel professional advisers, (v) such information as shall have been publicly available or independent auditors; provideddisclosed other than in violation of this Agreement or the Indenture, however(vi) such information that was or is obtained by the Portfolio Manager on a non-confidential basis, (vii) such information that with respect was or is obtained by the Portfolio Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Portfolio Manager to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request be bound by this Agreement or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance another confidentiality agreement with the provisions of this Agreement. If, failing the entry of a protective order Issuer or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of (viii) such information that is legally required without liability hereunder; provided, that related to the Manager agrees, subject to reimbursement by the Company investment performance of the Manager’s expenses, to exercise Portfolio Manager or its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearAdvisor.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by a representative of the Board Company, the Administrative Agent, and independent accountants appointed by legal counsel, auditors and authorized representatives of the Company at any time from time to a mutually agreed time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Manager shall at all reasonable times have access Subject to the books and records exceptions set forth in the following paragraph, at no time will the Collateral Manager make a public announcement concerning the Transaction Documents, the Collateral Manager’s role hereunder or any other aspect of the Companytransactions contemplated by this Agreement and the Transaction Documents absent the written consent of the Company and the Administrative Agent. The Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non affiliated third parties except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisors, in each case, where with the Manager deems disclosure to be necessary for providing its services under this Agreement, (c) to appraisers, financing sources and others in the ordinary course prior written consent of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulations, (ii) upon as required by law, regulation, court order or the request rules or demand regulations of any governmental self regulating organization, body or regulatory agency or authorityofficial having jurisdiction over the Collateral Manager, (iii) to its professional advisors, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) the extent reasonably required identification of the Company as a client of the Collateral Manager, (vi) information related to the performance of the Collateral Manager, (vii) information furnished in connection with the exercise of any remedy hereundersuccessor investment manager or assignee, or any agent that has been assigned duties in accordance with this Agreement, or (ivviii) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public was or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Collateral Manager from on a third party thatnon confidential basis; provided that the Collateral Manager does not know or have reason to know, to the best after due inquiry, of the Manager’s knowledge, has not breached an obligation any breach by such source of confidence any confidentiality obligations with respect to the Confidential Information disclosedthereto. The provisions For purposes of this Section 5 10, the Administrative Agent shall survive in no event be considered a “non affiliated third party,” and the expiration or earlier termination Collateral Manager may disclose any of this Agreement for a period of one yearthe aforementioned information to the Administrative Agent insofar as such information relates to Loans under the LSA.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts account, records and records files relating to services performed hereunder, and such books of accounts account, records and records files shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance written notice. The Manager shall at have full responsibility for the maintenance, care and safekeeping of all reasonable times have access such books of account, records and files (it being understood that services may be provided with respect to the books Company by service providers (e.g., administrators, prime brokers and records of custodians) and so long as such service providers are monitored by the CompanyManager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information except in furtherance contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ai) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountantsrepresentatives, legal counsel, representatives or advisors, in each case, where advisors of the Manager deems disclosure or its Affiliates who need to be necessary know such Confidential Information for providing its the purpose of rendering services under this Agreementhereunder or in furtherance of CIM’s management or capital markets businesses, (cii) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((a), (bi) and (cii) collectively, “Manager Permitted Disclosure Parties”), (diii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors the Company’s stockholders (subject to compliance with Regulation FD), if applicable(iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective partners, co-investors, and/or other interest-holders in CIM Funds and their advisors to the extent such persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and nonuse, or (evii) otherwise with the consent of the BoardCompany. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidentialInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency or to the extent required by applicable laws or regulationsagency, (ii) upon the request or demand of of, or pursuant to any governmental law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.,

Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time from time to time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The Manager shall at all reasonable times have access to the books and records of the Company. The Collateral Manager shall keep confidential any and all non-public information, written or oral, information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders of the Notes or Holders of the Interests) except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to its Affiliateswith the prior written consent of the Issuer, (b) to such information as any Rating Agency shall reasonably request in connection with its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives rating of the Notes or advisors, supplying credit ratings or estimates on any obligation included in each case, where the Manager deems disclosure to be necessary for providing its services under this AgreementAssets, (c) to appraisers, financing sources and others in the ordinary course connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”)Issuer, (d) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information as required by (i) upon applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of any court or administrative agency or to the extent required by applicable laws or regulationsits affiliates, (ii) upon the request rules or demand regulations of any governmental self-regulating organization, body or regulatory agency official having jurisdiction over the Collateral Manager or authority, any of its affiliates or (iii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the extent reasonably required Master Loan Sale Agreement, or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its affiliates or Owners in connection with their marketing activities. Notwithstanding the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii)foregoing, it is agreed that, so long as not legally prohibited, that (i) the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Collateral Manager may disclose only (1) that portion of such information that it is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.serving as collateral

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of accounts account and records shall be accessible for inspection by the Board and by legal counsel, auditors and an authorized representatives representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any time from time to a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice. The ; provided that the Collateral Manager shall at all reasonable times have not be obligated to provide access to the books and records of the Company. The Manager shall keep confidential any and all non-public informationinformation if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, written regulation or oral, contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential all information obtained by it in connection with the services rendered hereunder (such information, “Confidential Information”) and shall not use Confidential Information disclose any such information except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in furtherance connection with their rating or evaluation of the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or 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 Collateral Manager or its duties under this Agreement Affiliates or disclose Confidential Informationas otherwise required by law or judicial process, in whole or in part, to any Person (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (av) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, and employees, consultantsand to its attorneys, agentsaccountants and other professional advisers in conjunction with the transactions described herein, accountants, legal counsel, representatives or advisors, in each case, where the Manager deems disclosure to (vi) such information as may be necessary or desirable in order for providing its services under this Agreementthe Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Assets, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business ((a), (b) and (c) collectively, “Manager Permitted Disclosure Parties”), (dvii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or disclosure in any dispute or presentations proceeding related hereto, (viii) to Company investors the Trustee, (ix) to the extent required pursuant to any Hedge Agreement of the Issuer, (x) to Holders and potential purchasers of any of the Securities, (xi) in connection with establishing trading or investment accounts or otherwise in connection with effecting transactions on behalf of the Issuer and (xii) such information as may be obtained by the Collateral Manager other than in connection with the services rendered hereunder. 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 Regulation FD, if applicable) or (e) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order requirements of any court law, rule or administrative agency or regulation applicable to the extent required by applicable laws Collateral Manager, with respect to information that the Collateral Manager obtains or regulationsdevelops regarding the Collateral Obligations or Eligible Investments (including, (ii) upon the request or demand without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of any governmental or regulatory agency or authority, (iiiissuer thereof) to the extent reasonably required in connection with the exercise performance of any remedy its services hereunder, nothing in this Section 10 shall prevent the Collateral Manager or (iv) its Affiliates, in the conduct of their respective businesses, from using such information or disclosing such information to its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, others so long as not legally prohibitedsuch other use does not, in its reasonable judgment, disadvantage the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such informationIssuer. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, each all persons may disclose to any and all persons, without limitation of any kind, the U.S. Federal, state and local tax treatment of the following shall Securities and the Issuer, any fact that may be deemed relevant to be excluded from provisions hereof: any Confidential Information that (A) is available to understanding the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party thatU.S. Federal, to the best state and local tax treatment of the Manager’s knowledgeSecurities and the Issuers, has not breached an obligation and all materials of confidence with respect any kind (including opinions or other tax analyses) relating to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one yearsuch U.S. Federal, state and local tax treatment and that may be relevant to understanding such tax treatment.